Rev. 20211201

In connection with the Services offered by e2open, LLC and its Affiliates (“e2open” or “We”), e2open may process Personal Data on behalf of its customers (“Customer” or “You”) and when it does, this Data Processing Addendum (“Addendum“) forms part of Order Form(s), Statement(s) of Work, Master Services Agreement(s), or other contracts between e2open and You (“Agreement(s)“), where e2open processes Personal Data on behalf of You pursuant to the provision of Services.

This Addendum is effective as of the earliest effective date of the Agreement(s) (“Addendum Effective Date”). Signing the Agreement shall be given the same effect as having signed this Addendum, including all signature spaces in the attached Standard Contractual Clauses. If You prefer to have a signed copy of this Addendum, please contact your representative.

The terms used in this Addendum have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein have the meaning given to them in the applicable Agreement. Except as modified below, the terms of the Agreement remain in full force and effect. In the event of a conflict between this Addendum and the SCCs, the SCCs will control.

1. DEFINITIONS.

1.1 “Adequacy Decision” means a decision of the European Commission that the laws of a country, or any other decision of the European Commission that any data transfer compliance mechanism, ensures an adequate level of protection as required by the Data Protection Legislation.

1.2Authorized Person(s)” means any e2open subcontractor, officer, director, employee, or consultant who have a need to know or otherwise access Personal Data to enable e2open to perform its obligations under the Agreement.

1.3Complaint” has the meaning set forth in Section 6.1 of this Addendum.

1.4Controller’ means the entity which determines the purposes and means of the Processing of Personal Data.

1.5Data Protection Lawsmeans and any laws, codes, legislative acts, regulations, ordinances, rules, rules of court, or orders to which a Party is subject on the matter of personal data protection or privacy, including without limitation the GDPR, CCPA, etc.

1.6Data Subject” means the identified or identifiable person to whom Personal Data relates.

1.7Data Subject Request” has the meaning set forth in Section 6.1 of this Addendum.

1.8GDPR” means General Data Protection Regulation, Regulation (EU) 2016/679.

1.9Personal Data” means any information relating to a Data Subject, including 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 the physical, physiological, genetic, mental, economic, cultural or social identity of a Data Subject.

1.10Process” or “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

1.11Processor” means the entity which processes Personal Data on behalf of the Controller.

1.12SCCs” or “Standard Contractual Clauses” means the latest standard (or model) contractual clauses adopted and published by the European Commission for transfers from controllers to processors and attached hereto as Schedule 1.

1.13Security Event” has the meaning set forth in Section 7.

1.14Services” means the services provided by e2open to You pursuant to the Agreement.

1.15Sub-Processor” means an entity, but excluding e2open’s officers, directors, and employees, appointed by or on behalf of e2open to Process Personal Data in connection with the Agreement.

2. PROCESSING OF PERSONAL DATA.

2.1 Roles of the Parties. In most cases, You are the Controller and e2open is the Processor while e2open is providing the Services to you. In some instances, such as when e2open collects personal data from You for the purposes of, for example, invoicing, providing customer service your account, etc. and in the cases where e2open provides personal data to you as part of the Services, such as the list of names in restricted party screening services (but not the names You submit to be screened against the list of names, where e2open is a Processor of such information), e2open is the Controller..

2.2 Customer Processing. You are solely responsible for the accuracy, quality and legality of Personal Data, the means by which You acquired Personal Data, and the lawfulness of the Processing instructions it issues to e2open. You will comply with all Data Protection Laws.

2.3 e2open Processing as Processor. Personal Data shall be considered Confidential Information pursuant to the Agreement and e2open will protect Personal Data as confidential and will only Process Personal Data on behalf of, and in accordance with, Your documented instructions for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Your authorized users in their use of the Services; (iii) Processing to comply with other documented instructions provided by You where such instructions are consistent with the terms of the Agreement; and (iv) as required by Applicable Law; provided, that if e2open is required to Process Personal Data by Applicable Law, e2open will notify You of any such requirement before Processing the Personal Data (unless such law, regulation, or court order prohibits such information on important grounds of public interest). e2open will notify You if, in e2open’s reasonable opinion, Your instructions do not comply with applicable law.

2.4 e2open As Controller. e2open will comply with all Data Protection Laws when acting as a Controller. Unless stated otherwise, all obligations in this Addendum only apply to e2open when e2open is acting as Your Processor.

2.5 Details of the Processing. The subject-matter of Processing of Personal Data by e2open is the performance of the Services. The duration of the Processing, the types of Personal Data, and categories of Data Subjects Processed under this Addendum are further specified in Annex 1 to the SCCs.

2.6 Restrictions on Processing. e2open is prohibited from (i) selling or sharing personal information; (ii) retaining, using or disclosing personal information for any purpose other than for the business purposes specified in the contract, including retaining, using or disclosing personal information for a commercial purpose other than the business purposes specified in the Agreement; (iii) retaining, using or disclosing the information outside of the direct business relationship between You and e2open; and (iv) combining the personal information it receives from You with personal information it receives from or on behalf of another person or persons or that it collects from its own interaction with the Data Subject.

3. E2OPEN AUTHORIZED PERSONS.

3.1 Authorized Persons Obligations. e2open will enforce its obligations set forth in this Addendum on its Authorized Persons.

3.2 Confidentiality; Authorization; Training. e2open has implemented and maintains policies and procedures to ensure that any Authorized Person who accesses Personal Data was informed of the confidential nature of the Personal Data, has executed a written confidentiality agreement, and has appropriate training, clearance, authorization, and supervision commensurate with the level of access granted. e2open will ensure that access to Personal Data is limited to those Authorized Persons performing Services in accordance with the Agreement.

3.3 Responsibility for Authorized Persons. e2open is responsible for any acts or omissions by its Authorized Persons as if such acts or omissions were its own.

4. RISK MANAGEMENT.

4.1 Security. e2open maintains an information and network security program that includes appropriate administrative, physical, organizational, and technical safeguards to prevent and guard against the unauthorized or accidental access, disclosure, destruction, loss, Processing, damage, or alteration of Personal Data in e2open’s possession or control. e2open’s information and network security program includes vulnerability management policies that have been prepared to identify and minimize threats and risks to e2open’s data center used to store or transmit Personal Data. This includes maintaining the following policies and procedures: an up-to-date anti-malware solution, quarterly vulnerability scanning, and annual penetration testing. Internal and external vulnerability assessments, including network/host applications, will be conducted quarterly by an independent certified security firm and after any major changes to the data center environment. e2open will remediate any critical security issues actually discovered by such independent certified security firm within a reasonable timeframe. e2open’s information security program is more fully described in Annex 2 of the SCCs.

4.2 Confidentiality; Disclosure. e2open will: (i) keep and maintain all Personal Data in confidence, using such degree of care as is appropriate to avoid unauthorized access, use, or disclosure; (ii) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Data for e2open’s own purposes or for the benefit of anyone other than You, in each case, without Your prior written consent; and (iii) not, directly or indirectly, disclose Personal Data to any person other than Authorized Persons without Your prior written consent, unless and to the extent required by government authorities or by Applicable Law, in which case, e2open shall notify You before such disclosure or as soon thereafter as reasonably possible.

4.3 Contingency Plan. e2open has and will maintain a disaster recovery and business continuity plan. Such disaster recovery and business continuity plan will outline the procedures necessary to restore e2open’s systems and operations in a timely manner in the case of an emergency or disaster.

4.4 Audit. You may request once per calendar year (unless otherwise required by Applicable Law) a copy of e2open’s SOC 2 Type 2 report on e2open’s hosting environment and Services system within e2open’s organization, or any other similar information security report regularly obtained by e2open in the normal course of business. The SOC 2 Type 2 report will have been conducted by an independent auditing firm for the purposes of verifying the information security of e2open’s organization and the Services provided by e2open. These reports are e2open’s confidential information. If the provided reports do not satisfy Your audit requirement, You may request once per calendar year (unless otherwise required by Applicable Law) with 30 days advance notice and excluding the months of November and December, a reasonable records inspection or on-site inspection of the systems and facilities relevant to the Services and protection of Personal Data. You and e2open will mutually agree upon the scope, timing, and duration of the inspection prior to any such on-site inspection. This audit may only be conducted by a third-party auditor; provided that e2open may object to Your choice of third-party auditor on reasonable grounds and in such event, You shall select a different auditor. An inspection performed pursuant to this Section will not unreasonably interfere with the normal conduct of e2open’s business. You will at all times comply with the use, security, safety, and access policies at and for such location for e2open’s employees and visitors as may be in effect from time to time. You are responsible, and is fully liable, for the actions and omissions of Your personnel while on e2open’s premises and/or using e2open’s systems, and You will require Your personnel to follow e2open’s safety, security, and other rules, guidelines, policies, and instructions. If e2open reasonably determines that You could have obtained some or all of the information obtained from an onsite audit from review e2open’s standard compliance reports such as SOC 2 Type 2, You will reimburse e2open for any time expended for any such on-site audit at e2open’s then-current professional services rate for the portions of work that could have been obtained from the SOC 2 Type 2 report.

5. SUBPROCESSING.

5.1Appointment. e2open may engage Sub-Processors in connection with the provision of the Services. e2open has entered into a written agreement with each Sub-Processor containing data protection obligations no less protective than those in this Addendum with respect to protecting Personal Data to the extent applicable to the nature of the services provided by such Sub-Processor. e2open will provide to You for review, copies of such Sub-Processor agreements (which may be redacted to remove confidential and/or proprietary information not relevant to the requirements of this Addendum) as You may request from time to time.

5.2 Current Sub-Processors. A list of e2open’s current Sub-Processors can be found at www.e2open.com/legal/dpa-subprocessors and is set forth in Annex 3 of the SCCs.

5.3 Objection to New Sub-Processors. e2open will provide written notice of new Sub- Processors to You by publishing such update to www.e2open.com/legal/dpa-subprocessors and providing notice of such update before authorizing any new Sub-Processor to Process Personal Data. If You notify e2open within 30 days of such notification of any reasonable Your objections  to the proposed appointment: (i) e2open will work with You in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Sub-Processor; or (ii) where a change cannot be made within 30 days from e2open’s receipt of Your objection, notwithstanding anything in the Agreement, You may terminate the Agreement to the extent that it relates the Services that require the use of the proposed Sub-Processor.

5.4 Liability. e2open will be liable to You for any acts or omissions of its Sub-Processors to the same extent e2open would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum.

6. DATA SUBJECT RIGHTS.

6.1 Notification. e2open will promptly notify You if it receives a (i) request from a Data Subject to exercise the Data Subject’s rights granted by Data Protection Laws (“Data Subject Request”); or (ii) complaints, requests, or other communication relating to a Party’s obligations under Data Protection Laws or relating to Personal Data or a Data Subject (“Complaint”).

6.2 Support; Response. e2open will, without undue delay, provide reasonable information to You (and procure that any relevant Sub-Processor does the same) to assist You in responding to a Data Subject Request or Complaint within the timeframe set out in the Data Protection Laws. e2open will not respond to such Data Subject Request or Complaint without Your prior written consent or as required by applicable Data Protection Law. Further, unless required to do so by a competent authority, e2open shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the processing of Your Personal Data, without the prior written agreement of You.

7. SECURITY EVENT RESPONSE. e2open has and will maintain security event management and response policies and procedures and will notify You without undue delay after confirming the unauthorized or accidental access, disclosure, destruction, loss, Processing, damage, or alteration of Personal Data in e2open’s or its Sub-Processor’s possession or control (“Security Event”). e2open will make reasonable efforts to identify the cause of such Security Event and take reasonable steps to correct, remediate, and/or mitigate the cause of a Security Event to the extent the correction, remediation, and/or mitigation is within e2open’s control. e2open will cooperate, at its own expense, with You and take reasonable action as You may reasonably request to assist in any investigation, mitigation, remediation, and notification of a Security Event for which e2open was the cause. e2open will not communicate a Security Event to affected Data Subjects without Your written authorization. Notifications provided to You by e2open pursuant to this Section will be made to the contact identified by You on the Agreement(s).

8. RETURN & DESTRUCTION OF PERSONAL DATA, RECORD KEEPING.

8.1 Return & Destruction of Personal Data. e2open will promptly, but without undue delay, return to You, or destroy, Personal Data upon Your written request or the termination or expiration of the Agreement. e2open may retain Personal Data to the extent required by Applicable Law, contractual obligations, or if Personal Data resides in backup archives and isolating individual Personal Data is not practical. e2open will continue to protect the security and confidentiality of such retained Personal Data in accordance with the Agreement and this Addendum. Archived Personal Data will not be restored back to production systems (except in certain rare instances, e.g., the need to recover from a natural disaster or serious security breach). Retention rules have been put in place so that Personal Data in backup archives is retained for as short a time as necessary before being automatically deleted.

8.2 Record Keeping. e2open will keep and maintain complete, accurate, and up to date written records of all categories of Processing activities carried out on behalf of You as required by Data Protection Laws, including: (i) the name and contact details of the Sub-Processors carrying out specific Processing activities on behalf of You; (ii) the categories of Processing carried out on behalf of You; and (iii) where applicable, transfers of Personal Data to an international recipient.

9. DATA PROTECTION IMPACT ASSESSMENT & PRIOR CONSULTATION. e2open will provide reasonable assistance to You with any data protection impact assessments and prior consultations with supervising authorities or other competent data privacy authorities which You reasonably consider to be required by applicable Data Protection Laws. In each case, such assistance will solely be in relation to Processing of Personal Data by, and taking into account the nature of the Processing and information available to, e2open.

10. CROSS BORDER TRANSFERS. This Addendum incorporates the Standard Contractual Clauses. In the event that the SCCs are no longer adequate for the transfer of Personal Data, then You may, at Your discretion, require e2open to: (a) implement an alternative adequacy mechanism (as authorized in writing by You); or (b) return all Your Personal Data previously transferred, and ensure that a senior officer or director of e2open certifies to You that this has been done.

11. PERSONAL DATA DISCLOSURES. To the extent legally permissible, e2open will promptly notify You of any legally binding request for disclosure of Personal Data by a law enforcement authority.

12. CHANGES IN APPLICABLE LAW. Either party may propose variations to this Addendum which it reasonably considers to be necessary to address the requirements of any Applicable Law. Upon request, the Parties will promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those, or alternative, variations designed to address the requirements identified as soon as reasonably practicable.

13. LIABILITY. The limitation of liability terms set forth in the Agreement(s) applies to any liability under this Addendum.

14. GENERAL.

14.1 Term. The term of this Addendum commences on the Addendum Effective Date and will remain in effect until the later of (i) the expiration or termination of the Agreement or; (ii) e2open’s destruction of, or return to You, all Personal Data.

14.2 Governing Law; Jurisdiction. The validity, interpretation, and performance of this Addendum will be controlled and governed by the laws of the territory stipulated in the Agreement, without regard to conflicts of law provisions. The Parties hereby irrevocably consent to jurisdiction and venue for any dispute concerning this Addendum in the choice of jurisdiction stipulated in the Agreement.

14.3 Compliance. Each party understands the requirements of and will comply with the Data Protection Laws.

14.4 Severability. If any term or provision of this Addendum or the application of any such provision is held by a court of competent jurisdiction to be contrary to law, invalid, illegal or unenforceable, then such term or provision will be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the original term or provision, and the remaining terms and provisions of this Addendum will continue in full force and effect.

14.5 Continued Obligations; Rights. Nothing in this Addendum reduces e2open’s obligations under the Agreement in relation to the protection of Personal Data or permits e2open to Process, or permit the Processing of, Personal Data in a manner which is prohibited by the Agreement.

Schedule 1 – Standard Contractual Clauses

Controller-to-Processor

The Customer entity identified in the Agreement (hereinafter Data Exporter)

And

The e2open entity identified in the Agreement (hereinafter Data Importer)

SECTION I

Clause 1
Purpose and scope

  1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
  2. The Parties:
    1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
    2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
  3. have agreed to these standard contractual clauses (hereinafter: “Clauses”).
  4. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  5. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2
Effect and invariability of the Clauses

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3
Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
    3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
    4. Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
    5. Clause 13;
    6. Clause 15.1(c), (d) and (e);
    7. Clause 16(e);
    8. Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18. b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

1 Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […].

Clause 4
Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5
Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6
Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7
Docking clause

  1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
  2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8
Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
 

8.1      Instructions

a)     The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

b)     The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2     Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.3     Transparency

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.4      Accuracy

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.

8.5     Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6     Security of processing

  1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7     Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8      Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
  5. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9      Documentation and compliance

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
  3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
  4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
  5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

2The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

Clause 9

Use of sub-processors
  1. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
  5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

  1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
  2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

  1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
  2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
    1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
    2. refer the dispute to the competent courts within the meaning of Clause 18.
  4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
  5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

 

Clause 12
Liability
 

  1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
  2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
  3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
  5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
  6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

3This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

Clause 13
Supervision

  1. Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
    Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
  2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

 
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses

  1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
    1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
    2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards ;
    3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
  3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
  4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
  6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

 

Clause 15
Obligations of the data importer in case of access by public authorities

15.1 Notification

  1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
    1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
    2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
  2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
  3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
  4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
  5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

  1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
  2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
  3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

4As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
  3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
    2. the data importer is in substantial or persistent breach of these Clauses; or
    3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
      In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
  4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
  5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17
Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Netherlands.

Clause 18
Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  2. The Parties agree that those shall be the courts of the Netherlands.
  3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
  4. The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

                 Customer entity set forth in the Agreement

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection

                 e2open entity set forth in the Agreement

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Parties participating in the supply chain process with data exporter

Categories of personal data transferred

The personal data transferred concern the following categories of data (please specify):
Business contact information, such as name, email, address, phone number, etc. If data exporter purchases certain services, such as restricted party screening, then data exporter may provide additional information for processing, such as government issued ids, personal address, personal phone number, personal email, etc.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

The parties do not anticipate any sensitive data will be transferred.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Data is transferred on a regular basis as determined by data exporter submission of the data to the Services.

Nature and purpose of the processing

Data processing to facilitate data exporters use of the purchased data importer services in accordance with the terms and conditions of the contract governing use of such services.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Personal data will be retained for the duration set forth in the applicable services agreement or as instructed by data exporter.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

The subject matter, nature and duration will be the same as apply to data importer.
 

C. COMPETENT SUPERVISORY AUTHORITY

 
Identify the competent supervisory authority/ies in accordance with Clause 13

Dutch Data Protection Authority

ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The e2open group of companies provides a cloud-based Software-as-a-Service (SaaS) platform that automates and streamlines global trade. With more than 20 years of experience in delivering SaaS solutions, we consider security a core guiding principle for all aspects of our business. our solutions are specifically designed for enterprises and, as such, comply with the industry accepted security standards. While there are no truly bulletproof solutions, We continually review industry security developments and do our best to implement and follow best practices to keep services secure.

We strive to implement security processes and practices across all business units. To accomplish that, we have a dedicated team of professionals that manages information security, compliance, and data protection/privacy. Our practices are based on industry-leading standards, including generally accepted best practices such as being audited under the SOC framework and ISO 27001. These frameworks audits policies and procedures, asset management, access management, physical security, people security, product security, cloud and network infrastructure security, third-party security, vulnerability management, as well as security monitoring and incident response.

Our information security policies and standards are approved by management and distributed to our employees.

PEOPLE SECURITY

The people behind the services are an essential part in protecting the service, as the human factor has a key role in, and influence on, our organizational level of security. We put stringent controls in place for employees.

Background Checks
The screening process is based on personal interviews with recruitment/HR manager and a prospective employee’s direct manager. Where applicable, background checks include criminal record check, credit check, education check, references and identity. Additional checks may be performed in accordance with local law.

Security Training
New employees go through an extensive on-boarding process that include communication of security guidelines, expectations and code of conduct. In addition, all employees undergo annual security awareness training.

Continuous Communication
Our security team provides continuous communication on emerging threats, performs phishing awareness campaigns and communicates with management regularly.

PRODUCT SECURITY

The security development lifecycle (SDLC) standard helps ensure the delivery of a highly secure platform and activities. The following activities help us achieve this mission.

Secure Development
The development process strictly follows industry best practices (OWASP, SANS, NIST) that are continually tested using industry leading tools and third-party review.

Penetration Testing
We regularly perform testing for security vulnerabilities both in-house and by independent security assessment service providers. Penetration tests are performed on at least an annual basis by an independent third party.

Change Management
We follow a strict change management process. Changes are tracked, reviewed and approved to ensure operational changes are aligned with business objectives and compliance requirements. A change is reviewed before being moved into a staging environment, where it is further tested before finally being deployed to production.

Encryption in Transit
We support TLS1.2 or above to encrypt network traffic between the customer application and our services.

Encryption at Rest
We offer customers the option to encrypt data at rest in our data centers. If ordered, the encryption is based on a 256-bit AES algorithm.

Account Security
We offer robust security controls that the customer can choose to enable in the application, such as an audit trail, log-in policy password complexity, and more. We encourage customers to work with their account managers and use these controls.

PRIVATE CLOUD INFRASTRUCTURE

The security of our infrastructure and networks is critical. Creating a safe platform for the services and customer innovation is the mission of our cloud security.

Top-tier Infrastructure
We use multi-layered controls to help protect our infrastructure, and are constantly monitoring and improving our applications, systems and processes to meet the growing demands and challenges of security.

Asset Management and Ownership
All assets are assigned with a defined owner and accountability.

Access Control
Access to production infrastructure is limited to the minimal number of employees based on least-privilege concept and need-to-work basis.

Monitoring
We utilize a wide range of tools to monitor its environment across all data centers from the network, server and application level. Parameters are collected from devices on the network and aggregated to a central location for the sake of detecting indication(s) of compromise, intrusions, anomalies, trends, threshold crossing, etc. In addition, logs are collected into a security information and event management (SIEM) platform that is monitored by a dedicated security operations center (SOC) to help ensure rapid detection and mitigation of risks.

Distributed Denial-of-Service (DDoS) and Application Attack Prevention
As part of the multi-layered protection approach, a dedicated application attack and DDoS mitigation ecosystem have been put in place. On a high level, this includes a minimum of four layers of protection, including multiple layers of firewalls, intrusion detection and prevention, SLB and DMZ protections (which includes specific configurations for DDoS mitigation), and application traffic reputation services for attack mitigation. On top of that, DDoS scrubbing center service is available.

PHYSICAL SECURITY

Physical security of our facilities is an important part of our security strategy.

Data Center Security
Our production environment is hosted in data centers throughout the world and the facilities applicable to You will be noted to You upon request. The facilities comply with the highest industry standards for physical, environmental and hosting controls. For example, this includes 24/7 security officers, facility access, biometric hand reader, exterior security, interior security, annual audits, cages, alarm monitoring/intrusion protection, video imaging, CCTV, audio intercom and two-way radio subsystem, ID requirements, intrusion testing, security personnel hiring/training, security policies, asset tracking and video surveillance.

BUSINESS CONTINUITY PLAN AND DISASTER RECOVERY

We maintain a full-scale, one-to-one ratio disaster recovery facility, which guarantees consistent service performance and minimal data loss in the event of a regional disaster.

Recovery Planning
We maintain formal business continuity and disaster recovery plans that are regularly reviewed and updated.

Global Resiliency
We operate out of data centers in the US, Europe, and China (only for services delivered within China). We established a business continuity plan (BCP) that enables it to respond quickly and remain resilient in the event of most failure modes, including natural disasters and system failures.

Customer Data Backups
We conduct full daily and weekly incremental backups, providing up-to-the-minute recovery from archive logs. Backups are performed to disk within the data center and replicated, via a secure private connection, to the backup data center. All the artifacts required to restore service are backed up, including DBs, file systems and virtual servers.

THIRD-PARTY SECURITY

Vetting Process
Third-party vendors are checked before engagement to validate that prospective third parties meet our security standards and agree to all necessary contract terms regarding information security and data protection.

Ongoing Monitoring
Once a relationship has been established, our security team will conduct an annual review of these vendors. The annual review can be done by our security team or via a third-party report (e.g., SSAE 18 SOC2 report, ISO 27001). the procedure takes into account the type of access and classification of data being accessed (if any), controls necessary to protect data and legal/regulatory requirements. We are committed to mitigating risk and ensuring its services meet regulatory and security compliance requirements.

SECURITY COMPLIANCE

Regulatory Environment
We comply with applicable legal, industry and regulatory requirements as well as industry best practices, including SOC2 COSO.
We have obtained SOC2 certification, which validates the strength of our security controls, shows confidence in our security program, and demonstrates our maturity within the information security space.

Data Protection Compliance (GDPR, CCPA, etc.)
As a global provider of services, we monitor regulatory changes throughout the world and ensure that our operations meet applicable regulatory requirements.

CONTINUOUS MONITORING AND VULNERABILITY TESTS

The security and resiliency of our products and infrastructure is a top priority. As part of the ongoing work of the security team, continuous monitoring is being done as part of the compliance and regulation program and the risk assessment. The vulnerability tests establish how we identify, respond to, and triage vulnerabilities against our services. To ensure security of our platform, we have implemented and update on a regular basis the following:

Continuous Monitoring Program
Our security team uses a centralized SIEM system to collect logs from different security tools, identify current or historical vulnerabilities, and track incidents and threats that we must respond to and mitigate accordingly.

Distributed Denial-of-Service (DDoS) and Application Attack Prevention
Our infrastructure is protected with multiple layers of defense systems, including a dedicated, real-time, best-of-breed application attack and DDoS mitigation technology. Our multiple layers of firewalls, intrusion detection systems, load balancers and DMZ servers contain dynamic mitigation and NAT to deny attack traffic. This includes advanced protection controls such as Forward and Reverse Proxies. In addition, we use private ranges of IPs that deny direct access to internal networks, further reducing DDoS and application attacks. We have retained the services of a scrubbing center in case of DDoS attack.

SUMMARY

As a leading SaaS provider with more than 20 years of experience in the industry, we realize that working in a cloud-based environment may raise concerns related to the protection of confidential and personal information. Security mechanisms to protect physical, network and application components of the platform, coupled with transparency about our security policies and processes, allow many of the Fortune 500 to trust us with their most confidential data, while leveraging the benefits of our SaaS solution. For further details and steps to secure your services with us, or if you have questions or would like more details, please contact our Security Team via your Account Manager.

ANNEX III – LIST OF SUB-PROCESSORS

The e2open Group personal data subprocessor list is available at www.e2open.com/legal/dpa-subprocessors.

e2open Group Affiliates – Processing on all products and services

The following e2open group entities will provide general service and support to all services. All are controlled by e2open, LLC.

Country

State/Province/City

Entity Name

USA

Delaware

e2open, LLC

USA

Delaware

INTTRA Inc

USA

Delaware

Amber Road, Inc.

USA

Delaware

BluJay Solutions Inc

USA

Florida

Raven Logistics Inc.

Canada

N/A

BluJay Solutions Inc

UK

N/A

e2open Ltd

UK

N/A

BluJay Solutions Ltd

Singapore

N/A

INTTRA Pte Limited

Singapore

N/A

BluJay Solutions PTE Ltd

Malaysia

Kuala Lumpur

e2open Malaysia Sdn. Bhd

Malaysia

Kuala Lumpur

e2open Development Corp Malaysia Branch

India

Karnataka

e2open Software India Private Limited

India

Karnataka

Amber Road Software Private Limited

India

N/A

BluJay Solutions (India) Private Limited

Germany

Baden-Württemberg

e2open GmbH

Germany

N/A

BluJay Solutions GmbH

Switzerland

N/A

BluJay Solutions GmbH, Bad Homburg v.d.H., Zweigniederlassung Reinach BL

Spain

N/A

BluJay Solutions SA

Netherlands

N/A

BluJay Solutions BV

Belgium

N/A

BluJay Solutions Belgium NV

Italy

N/A

BluJay Solutions s.r.l.

Denmark

N/A

BluJay Solutions A/S

Australia

N/A

BluJay Solutions Australia Pty Ltd

Australia

N/A

Expedient Software Pty Ltd

New Zealand

N/A

BluJay Solutions (New Zealand) Ltd.

China

Hong Kong

BluJay Solutions (Hong Kong) Ltd

China

N/A

BluJay Solutions Co Ltd

e2open Group Affiliates – Processing on specific products and services

The following e2open group entities will provide service, support, and data process for the specific services listed in the description field. If you do not use any of those services, then such entity will not apply. All are controlled by e2open, LLC.

Country

State/Province/City

Entity Name

Description

USA

California

Birch Worldwide, Inc

Only MDF, Rebates and Incentive Services

USA

California

Zyme CCI LLC

Only MDF, Rebates and Incentive Services

USA

Delaware

Zyme Solutions, Inc

Only Channel Marketing/Incentive Services

USA

Washington

Averetek, LLC

Only Channel Marketing Aggregation Services

UK

N/A

Birch Worldwide Limited

Only MDF, Rebates and Incentive Services

Spain

N/A

Avantida E-Logistica S.L. Unipersonal

Only Logistics Platform Services

Poland

Krakow

Avantida Poland z.o.o.

Only Logistics Platform Services

India

Karnataka

Zyme Solutions Private Limited

Only Channel Marketing/Incentive Services

India

Chennai

INTTRA Service & Support Private Limited

Only Logistics Platform Services

Germany

Hamburg

INTTRA Germany GmbH

Only Logistics Platform Services

Denmark

N/A

INTTRA AS

Only Logistics Platform Services

China

Hong Kong

Amber Road (Hong Kong) Limited

Only for China Trade Management Services; ecVision Suite

China

Shanghai

e2open Software (Shanghai) Co. Ltd

Only for China Trade Management services; ecVision Suite; or upon customer request for other services

China

Shanghai

INTTRA (Shanghai) Company Limited

Only Logistics Platform Services

China

Shenzhen

Amber Road (Shenzhen) Co. Limited

Only for China Trade Management Services; ecVision Suite

China

Shanghai

Amber Road China Ltd

Only for China Trade Management Services; ecVision Suite

Belgium

N/A

Avantida NV

Only Logistics Platform Services

Unaffiliated Sub-Processors

The following list of processers not affiliated with e2open LLC are suppliers who provide the data processing activities listed in the processing activities column.

Country

Entity Name

Processing Activities

USA Simpler Postage, Inc. (d/b/a EasyPost) Parcel-related services integrated with TMS solutions
USA (Ohio) Amazon AWS US data center for certain services, primarily restricted party screening and trade automation
Ireland (Dublin) Amazon AWS Primary EU data center for certain services, primarily restricted party screening and trade automation
Germany (Frankfurt) Amazon AWS Secondary EU data center for certain services, primarily restricted party screening and trade automation
Shanghai, China China Telecom Data Center Nanhui Primary Data Center – China Trade Management only
Shanghai, China China Telecom Data Center Shibei Secondary Data Center – China Trade Management only
Philippines EMAPTA Customer Service
Holland Ortec International B.V. Customer Service

[end of SUBPROCESSOR LIST]