The terms ‘Our’, ‘Us’ and ‘We’ refers to Good Logic Pty Limited (GL) (ABN 64 607 884 015) of Level 5, 63 York St, Sydney NSW 2000, and its Related Companies. ‘You’ and ‘Your’ refer to the intended users of this ‘Website’, Products and Services.

This Data Processing Addendum (the Addendum) forms part of Our Terms of Use (and any ancillary or related documentation), as updated or amended from time to time (the Agreement), between you, the Customer (as defined below) and Us. All capitalised terms not defined in this Addendum have the meaning set out in the Agreement.

This Addendum only applies if and to the extent We processes personal data on behalf of a Customer that qualifies as a controller with respect to that personal data under Applicable Data Protection Law (as defined below). If the Customer had entered into earlier data processing terms with Us, those terms are replaced by this Addendum.

1. Data protection

1.1 Definitions

In this Addendum, the following terms have the following meanings:

a) controller, processor, data subject, personal data, processing (and process) and special categories of personal data have the meanings given in Applicable Data Protection Law

b) Applicable Data Protection Law means the EU General Data Protection Regulation (Regulation 2016/679) (the GDPR) and/or the UK General Data Protection Regulation (the UK GDPR) and any EU Member State and/or UK laws made under or pursuant to the GDPR and/or UK GDPR

c) Customer has the same meaning as ‘you’ in Our Terms of Use

1.2 Relationship of the parties

The Customer (the controller) appoints Us as a processor to process the personal data described in Annex B (the Data) only on the controller’s documented instructions (and as per the terms set out in this Addendum) for the purposes described in the Agreement or as otherwise agreed in writing by the parties (the Permitted Purpose). Each party must comply with the obligations that apply to it under Applicable Data Protection Law.

1.3 Prohibited data

Unless explicitly requested by Us to do so, the Customer will not disclose (and will not permit any data subject to disclose) any special categories of personal data to Us for processing.

1.4 International transfers

We will not transfer the Data outside of the European Economic Area (EEA) nor the United Kingdom (UK) unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission and/or the UK Secretary of State (as applicable) has decided provides adequate protection for personal data (for example, New Zealand) or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission and/or UK Secretary of State or UK Information Commissioner (as applicable). To this end, you authorise Us to enter into standard contractual clauses as your agent and on your behalf with any recipient of Data who is not located in an Adequate Country where this is necessary for compliance with Applicable Data Protection Law.

1.5 Confidentiality of processing

We will ensure that any person it authorises to process the Data (an Authorised Person) will protect the Data in accordance with our confidentiality obligations under the Agreement.

1.6 Security

We will implement technical and organisational measures, as set out in Annex A, which may be amended and updated from time to time, to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a Security Incident).

1.7 Subcontracting

The Customer consents to Us engaging third-party subprocessors to process the Data for the Permitted Purpose provided that:

(i) We maintain an up-to-date list of its subprocessors, which is available on its website, which it will update with details of any change in subprocessors at least 30 days prior to the change;

(ii) We impose data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and

(iii) We remain liable for any breach of this Addendum that is caused by an act, error or omission of its subprocessor. The Customer may object to Our appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, We will either not appoint or replace the subprocessor or, if We determine at its sole discretion that this is not reasonably possible, the Customer may suspend or terminate the Agreement without penalty (without prejudice to any fees incurred by the Customer up to and including the date of suspension or termination).

1.8 Cooperation and data subjects’ rights

We will provide reasonable and timely assistance to the Customer (at the Customer’s expense) to enable the Customer to respond to:

(i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law; and

(ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data. If any such request, correspondence, enquiry or complaint is made directly to Us, We will promptly inform the Customer, providing full details.

1.9 Data protection impact assessment

If We believe or become aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it will inform the Customer and provide reasonable cooperation to the Customer in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.

1.10 Security incidents

If We become aware of a confirmed Security Incident, We will inform the Customer without undue delay and will provide reasonable information and cooperation to the Customer so that they can fulfil any data breach reporting obligations they may have under (and in accordance with the timescales required by) Applicable Data Protection Law. We will further take reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and keep the Customer informed of all material developments in connection with the Security Incident.

1.11 Deletion or return of data

We will retain the Data for a period of 7 years after a subscription is terminated in case the Customer later needs access to it. On expiry of this period or on the Customer’s earlier request, We will delete or return the Data in a manner and form decided by Us, acting reasonably. This requirement will not apply to the extent that We are required by applicable law to retain some or all of the Data, or to Data it has archived on back-up systems, which Data We shall securely isolate and protect from any further processing.

Annex A – Security measures

Information regarding the technical and organisational measures We have in place to protect Data in accordance with clause 1.6 of this Addendum.

Annex B – Data processing schedule

1. Subject matter and duration of processing of personal data

The subject matter of personal data to be processed is that of the contacts of the Customer entered by or at the election of the Customer into Our platform.

The duration of processing personal data shall be for as long as we have a business relationship with the Customer, and at the end of that relationship, we will act in accordance with clause 1.11 regarding deletion or return of such personal data.

2. Nature and purpose of processing personal data

The nature and purpose of processing personal data is to enable the functionality of Our Platform as set out in the Agreement and related documentation.

3. Types of personal data processed

The types of personal data processed include names and business names only. No other personally identifiable information is processed.