Data Processing Addendum Agreement

Data Processing Addendum

This DPA was in effect prior to 9/1/2023 for the most up to date DPA please visit: https://book4time.com/data-protection-addendum/

This Data Processing Addendum (“DPA”) forms part of the Master Subscription Agreement (or other such titled written or electronic agreement addressing the same subject matter) between Book4Time and the Customer for the purchase of online Spa Management Software (including related Book4Time offline or mobile components) from Book4Time (identified collectively either as the “Service” or otherwise in the applicable agreement, and hereinafter defined as the “Service”), wherein such agreement is hereinafter defined as the “Agreement,” and whereby this DPA reflects the parties’ agreement with regard to the Processing of Personal Data.

A. THE CUSTOMER GRANTS TO BOOK4TIME A ROYALTY-FREE, WORLDWIDE, NON-EXCLUSIVE, SUBLICENSABLE LICENSE TO USE AND DISPLAY THE CUSTOMER’S TRADEMARKS FOR THE SOLE PURPOSE OF ENABLING BOOK4TIME TO IDENTIFY THE CUSTOMER AS A CUSTOMER ON BOOK4TIME’S WEBSITE AND IN ITS PROMOTIONAL MATERIALS. BOOK4TIME WILL NOT MODIFY THE CUSTOMER’S TRADEMARKS. BOOK4TIME ACKNOWLEDGES THAT THE CUSTOMER IS THE OWNER OF THE CUSTOMER’S TRADEMARKS AND BOOK4TIME WILL NOT ACQUIRE ANY RIGHTS IN THE TRADEMARKS EXCEPT FOR THE LICENCE CONTEMPLATED BY THIS SECTION.

The Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent that Book4Time processes Personal Data for which such Authorized Affiliates qualify as the Controller. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. In providing the Service to the Customer pursuant to the Agreement, Book4Time may process Personal Data on behalf of the Customer, and the parties agree to comply with the following provisions with respect to any Personal Data.

Thank you for using Book4Time Inc.’s (“Book4time”) API and associated software (collectively, “API”).

Instructions on How to Execute This DPA With Book4Time

1.

This DPA consists of distinct parts:

2.

This DPA has been pre-signed on behalf of Book4Time Inc., as the Data Importer (Processor).

3.

To complete this DPA, the Customer must:

4.

The Customer must send the completed and signed DPA to Book4Time by email to privacy@book4time.com. Upon receipt of the validly-completed DPA at this email address, this DPA shall come into effect and legally bind the parties.

application of this DPA

5.

If the Customer signing this DPA is a party to the Agreement, then this DPA acts as an addendum to, and forms part of, the Agreement. In such case, the Book4Time entity (either Book4Time Inc. or a subsidiary of Book4Time Inc.) that is party to the Agreement, is also a party to this DPA.

6.

If the Customer signing this DPA has executed an Order Form with Book4Time or an entity of the Book4Time Group pursuant to the Agreement, but is not itself a party to the Agreement, then this DPA acts as an addendum to that Order Form and applicable renewal Order Forms, and the Book4Time entity that is a party to such Order Form is also a party to this DPA.

7.

If the Customer signing this DPA is neither a party to an Order Form nor a party to the Agreement, then this DPA is not valid and therefore is not legally binding. Such entity should request that the Customer who is a party to the Agreement executes this DPA.

DPA definitions

8. Affiliate

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer entity signing this Agreement. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

9. Authorized Affiliate

“Authorized Affiliate” means any of the Customer’s Affiliate(s) which:

Is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom; and
Is permitted to use the Service pursuant to the Agreement between the Customer and Book4Time, but has not signed its own Order Form with Book4Time, and is not a "Customer" as defined under the Agreement.

10. Book4Time

“Book4Time” means the Book4Time entity which is a party to this DPA, as specified in the section “Application of this DPA” (paragraphs 5-7) above, being Book4Time Inc., a company incorporated in the Province of Ontario, Canada and its primary address as 306 Town Centre Blvd, Suite 400, Markham Ontario L3R0Y6, Canada.

11. Book4Time Group

“Book4Time Group” means Book4Time Inc.,its parents and subsidiaries that are engaged in the Processing of Personal Data on behalf of a Controller.

12. Controller

“Controller” means the entity that, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

13. Customer

“Customer” means the entity that is either:

14. Customer Data

“Customer Data” means all electronic data submitted by or on behalf of the Customer, or an Authorized Affiliate to the Service provided by Book4Time.

15. Data Protection Laws and Regulations

“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, and Switzerland and the United Kingdom, that are applicable to the Processing of Personal Data under the Agreement, including the EU GDPR.

16. Data Subject

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

17. EU GDPR

“EU GDPR” means the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

18. Personal Data

“Personal Data” means any information relating to:

An identified or identifiable natural person (data subject) who is one that can be identified, directly or indirectly, in particular 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 that natural person;
An identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations) ; or
Where for each (a) or (b) is Customer Data.

19. Processing

“Processing” (including its root word, “Process”) 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 orcombination, restriction, erasure, or destruction.

20. Processor

“Processor” means the natural or legal person or entity which Processes Personal Data on behalf of the Controller.

21. Trust & Compliance Documentation

“Trust & Compliance Documentation” means the Documentation applicable to the specific Service purchased by the Customer, as may be updated periodically, and accessible via Book4Time’s website at book4time.com, or as otherwise made reasonably available by Book4Time.

22. Standard Contractual Clauses

“Standard Contractual Clauses” means the agreement executed by and between the Customer and Book4Time and included herein, pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of Personal Data to Processors established in third countries which do not ensure an adequate level of data protection.

23. Sub Processor

“Sub-processor” means any Processor engaged by Book4Time or an entity of the Book4Time Group to Process Personal Data on behalf of a Controller and/or Book4Time.

24. Supervisory Authority

“Supervisory Authority” means an independent public authority, which is established by an EU Member State pursuant to the EU GDPR, in order to monitor and oversee the adherence of data protection standards by Controllers and Processers of Personal Data.

25. User(s)

“User(s)” means any end consumer of the Customer who consents to their Personal Data to be controlled and/or Processed by the Customer, Book4Time, and/or a Book4Time entity.

DPA Terms

26. Book4Time and the undersigned (“Customer”)

Book4Time and the undersigned (“Customer”) hereby enter into this DPA effective as of the last signature date below. This DPA is incorporated into and forms part of the Agreement.

27. Provision of the Service.

Book4Time provides the Service to the Customer under the Agreement. In connection with the Service, the parties anticipate that Book4Time may Process Customer Data that contains Personal Data relating to Data Subjects. Any processing of Personal Data by Book4Time will be in accordance with the instruction of the Customer and Book4Time will not unilaterally Process any Personal Data outside the instruction of the Customer without prior consent and/or instruction of the Customer.

28. The Parties’ Roles.

The parties agree that with regard to the Processing of Personal Data, the Customer is the Controller, Book4Time is the Processor, and Book4Time or entities of the Book4Time Group may engage Sub-processors pursuant to the requirements of this DPA.

29. Customer Responsibilities.

The Customer shall, in its use of the Service, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations, with particular attention to be paid to the new EU GDPR regulations and requirements that are scheduled to take effect on May 25, 2018. For the avoidance of doubt, the Customer’s instructions for the Processing of Personal Data shall comply with DataProtection Laws and Regulations, with particular attention to be paid to the new EU GDPR regulations and requirements that are scheduled to take effect on May 25, 2018. The Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data provided to Book4Time. The Customer shall also have sole responsibility to ensure that the means by whichthe Customer acquiressuch Personal Data adhere to Data Protection Laws and Regulations, with particular attention to be paid to the new EU GDPR regulations and requirements that are scheduled to take effect on May 25, 2018.

30. Processing Purposes.

Book4Time shall keep Personal Data confidential and shall only Process Personal Data on behalf of, and in accordance with the Customer’s documented instructions, including, with regard to transfers of Personal Data to a third country, for the following purposes:

Processing in accordance with the Agreement and applicable Order Form(s);
Processing initiated by Users in their use of the Service;
Processing to comply with other documented, reasonable instructions provided by the Customer, where such instructions are consistent with the terms of the Agreement; and
Processing to comply with Data Protection Laws and Regulations to which Book4Time is subject; (in such case, Book4Time shall inform the Customer of its legal requirement before processing, unless that law prohibits such notice on important grounds of public interest). Book4Time shall not be required to comply with or observe the Customer’s instructions if such instructions would violate the EU GDPR or other EU law or EU member state data protection provisions.

31. Scope of Processing.

The subject-matter of Processing of Personal Data by Book4Time is the performance of the Service pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data, and the categories of Data Subjects Processed under this DPA are further specified in Appendix 1 to this DPA.

32. Data Subject Requests prior to May 25, 2018.

To the extent legally permitted, Book4Time shall promptly notify the Customer if it receives a request from anEuropean Economic Area(hereinafter referred to as “EEA”) Data Subject for access, correction, amendment, or deletion of that person’s Personal Data. Book4Time shall not respond to any such EEA Data Subject requests without the Customer’s prior written consent, except to confirm that the request relates to the Customer. Book4Time shall provide the Customer with commercially-reasonable cooperation and assistance in relation to handling an EEA Data Subject’s request for access to that person’s Personal Data. To the extent the Customer, in its use of the Service, does not have the ability to correct, block, or delete Personal Data, as required by the Standard Contractual Clauses, Book4Time shall comply with any commercially-reasonable request by the Customer to facilitate such actions to the extent that Book4Time is legally permitted to do so. The Customer shall be responsible for any costs arising from Book4Time’s provision of such assistance.

33. Post-EU GDPR Data Subject Requests.

Effective May 25, 2018, the following wording will replace the above section (32) in its entirety:

A. “To the extent legally permitted, Book4Time shall promptly notify the Customer if Book4Time receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, right to restriction of Processing, right to erasure (“right to be forgotten”), right to data portability, right to object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Factoring into account the nature of the Processing, Book4Time shall assist the Customer by appropriate organizational and technical measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent the Customer, in its use of the Service, does not have the ability to address a Data Subject Request, Book4Time shall, upon the Customer’s request, provide commercially-reasonable efforts to assist the Customer in responding to such Data Subject Request, to the extent that Book4Time is legally authorized to do so, and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, the Customer shall be responsible for any costs arising from Book4Time’s provision of such assistance.”

34. Book4Time Personnel.

Book4Time shall ensure that its personnel engaged in the Processing of Personal Data only undertake such Processing on the instruction of the Customer (unless otherwise required by applicable Data Protection Laws and Regulations) and are informed of the confidential nature of the Personal Data. Book4Time shall also ensure that its personnel engaged in the Processing of Personal Data have received the appropriate training regarding their responsibilities, and have executed written confidentiality agreements. Book4Time shall take commercially-reasonable steps to ensure the reliability of any Book4Time personnel engaged in the Processing of Personal Data. Book4Time shall ensure that Book4Time’s access to Personal Data is limited to those personnel assisting in the provision of the Service in accordance with the Agreement.

35. Data Protection Officer.

Effective May 25, 2018, Book4Time has appointed a Data Protection Officer, pursuant to applicable EU GDPR Data Protection Laws and Regulations. The Data Protection Officer (hereinafter referred to as “DPO”) can be reached at privacy@book4time.com.

36. Book4Time’s Sub-processors.

The Customer has instructed or authorized the use of Sub-processors to assist Book4Time with respect to the performance of Book4Time’s obligations under the Agreement and Book4Time agrees to be responsible for the acts or omissions of such Sub-processors to the same extent as Book4Time would be liable if performing the services of the Sub-processors under the terms of the Agreement. Book4Time shall ensure that the same data protection obligations to which Book4Time is subject under the Agreement and this Addendum shall be imposed on any such Sub-processors by way of a contract, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of applicable Data Protection Laws and Regulations. Upon written request of the Customer, Book4Time will provide to the Customer a list of its then-current Sub-processors. The Customer acknowledges and agrees that:

A. Book4Time Group entities may be retained as Sub-processors; and

B. Book4Time and any entity of the Book4Time Group respectively may engage third-party Sub-processors in connection with the provision of the Service.

Book4Time has provided the Customer with access to a mechanism to subscribe to notifications of new Sub-processors for each applicable Service, to which Customer shall subscribe, and if Customer subscribes, Book4Time shall provide notification of a new Sub-processor(s) before authorizing any new Sub-processor(s) to process Personal Data in connection with the provision of the applicable Service. This mechanism has been provided by Book4Time on their corporate website, book4time.com, under the Agreements webpage (accessible via the “Privacy Policy” link).In order to exercise its right to object to Book4Time’s use of a new Sub-processor, the Customer shall notify Book4Time promptly in writing within ten (10) business days of the receipt of Book4Time’s notice in accordance with the mechanism set out above. In the event the Customer objects to a new Sub-processor, and that objection is reasonable, Book4Time will use reasonable efforts to make available to the Customer a change in the Service. In this event, Book4Time will also use reasonable efforts to recommend a commercially-reasonable change to the Customer’s configuration or use of the Service in order to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Book4Time is unable to make available such change within a reasonable time, which shall not exceed thirty (30) days, the Customer may terminate the applicable Order Form(s) with respect to only those aspects of the Service which cannot be provided by Book4Time without the use of the objected-to new Sub-processor. This termination shall be provided to Book4Time in writing. Book4Time will refund the Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Service.

The parties agree that the copies of the Sub-processor agreements that shall be provided by Book4Time to the Customer (pursuant to Clause 5(j) of the Standard Contractual Clauses) may have all, commercial information or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Book4Time beforehand; and that such copies will be provided by Book4Time, in a manner to be determined in its discretion, only upon request by the Customer.

37. Liability for Sub-processors.

Book4Time shall be liable for the acts and omissions of its Sub-processors to the same extent that Book4Time would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

38. Security Measures.

Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of Processing, as well as the risk of the varying likelihood and severity for the rights and freedoms of natural persons,Book4Time shall implement and maintain appropriate organizational and technical measures for the protection of the security, confidentiality, and integrity of Customer Data, as set forth in Book4Time’s applicable Trust & Compliance Documentation. The measures shall protect events including, but not limited to, unlawful or unauthorized Processing, unlawful or accidental destruction, unlawful or accidental alteration, unlawful or accidental damage or loss, unlawful or unauthorized disclosure, and unlawful or unauthorized access to Customer Data.

Where appropriate, the measures implemented to protect Customer Data may include, but are not limited to:

A. The pseudonymization and encryption of Personal Data;

B. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

C. The ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and

D. A process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

Book4Time regularly monitors compliance with these measures to ensure they will meet the requirements of Data Protection Laws and Regulations generally, and the EU GDPR specifically. Book4Time also ensures that the measures implemented protect the rights of Data Subjects. Book4Time will not materially decrease the overall security of the Service during the Customer’s and/or Authorized Affiliates’ subscription term.

39. Third-Party Certifications and Audit Results.

Book4Time has attained the third-party certifications and audit results set forth in the Trust & Compliance Documentation. Upon the Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Book4Time shall make available to the Customer a copy of Book4Time’s then most recent third-party certifications or audit results, as applicable.

40. Notifications Regarding Customer Data.

Book4Time has established reasonable and appropriate security incident management policies and procedures, as specified in the Trust & Compliance Documentation, and shall notify the Customer within twenty-four (24) hours after becoming aware of anyunlawful or accidental destruction, unlawful or accidentalalteration, unlawful or accidentaldamage or loss, orunlawful or unauthorized disclosure ofor access to, Customer Data. This notification will also include situations regarding Personal Data that is transmitted, stored, or otherwise Processed by Book4Time or its Sub-processors, which Book4Time becomes aware of (hereinafter referred to as a “Customer Data Incident”). Notifications will be provided by Book4Time, as required, to assist the Customer in ensuring compliance with its obligations to notify the Supervisory Authority in the event of a Personal Data breach. Book4Time shall make reasonable efforts to identify the cause of such Customer Data Incident, and take those steps as Book4Time deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident, to the extent that the remediation is within Book4Time’s reasonable control. The obligations set forth herein shall not apply to incidents that are caused by either the Customer or the Customer’s Users.

41. Deletion or Return of Customer Data.

Book4Time shall, at the Customer’s choice, return Customer Data to the Customer, to the extent allowed by applicable law, and/or delete existing copies of Customer Data in accordance with the procedures and time periods specified in the Trust & Compliance Documentation, unless the retention of the data is requested from Book4Time according to mandatory statutory laws.

42. Authorized Affiliates.

The parties agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliate(s), thereby establishing a separate DPA between Book4Time and each such Authorized Affiliate(s), subject to the provisions of the Agreement. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. An Authorized Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Service by Authorized Affiliate(s) must comply with the terms and conditions of the Agreement and any violation thereof by an Authorized Affiliate shall be deemed a violation by the Customer.

43. Communications.

The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Book4Time under this DPA, and shall be entitled to transmit and receive any communication in relation to this DPA on behalf of its Authorized Affiliate(s).

44. Exercise of Rights.

Where an Authorized Affiliate becomes a party to the DPA, it shall, to the extent required under applicable Data Protection Laws and Regulations, be entitled to exercise the rights and seek remedies under this DPA, except where applicable Data Protection Laws and Regulations require the Authorized Affiliate(s) to exercise a right or seek any remedy under this DPA against Book4Time directly. The parties agree that:

A. Solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate; and

B. The Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA in a consolidated manner for all of its Authorized Affiliates together, instead of doing so separately for each Authorized Affiliate.

45. Liability.

Each individual party, and all of its Affiliates’ liabilities, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Book4Time, whether in contract, tort, or under any other theory of liability, are subject to the“Limitation of Liability” section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. Book4Time and entities of the Book4Time Group’s total liability for all claims from the Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by the Customer and its Authorized Affiliates, and shall not be understood to apply individually and/or severally to the Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA. Each reference to the DPA herein refers to this DPA including its Appendices.

46. EU GDPR.

Effective May 25, 2018, Book4Time will Process Personal Data in accordance with the EU GDPR requirements directly applicable to Book4Time’s provision of the Service.

47. Data Protection Impact Assessment.

Effective May 25, 2018, upon the Customer’s request, Book4Time shall provide the Customer with reasonable cooperation and assistance needed for ensuring the Customer’s compliance with its obligations pursuant to Articles 32 to 36 of the EU GDPR (taking into account the nature of the Processing and the information available to Book4Time). This includes, but is not limited to, reasonable cooperation and assistance needed to fulfil the Customer’s obligation under the EU GDPR to carry out a data protection impact assessment related to the Customer’s use of the Service, to the extent that the Customer does not otherwise have access to the relevant information, and to the extent such information is available to Book4Time. Book4Time shall provide reasonable assistance to the Customer incooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to Section 21 of this DPA, to the extent required under the EU GDPR.

48. Standard Contractual Clauses.

The Standard Contractual Clauses apply to:

A. The legal entity that has executed the Standard Contractual Clauses as a data exporter (controller) and its Authorized Affiliates; and

B. All Affiliates of the Customer established within the European Economic Area, Switzerland, and the United Kingdom, which have signed Order Forms for the Service. For the purpose of the Standard Contractual Clauses, the aforementioned entities shall be deemed as “data exporters” (controllers).

49. Customer’s Processing Instructions.

This DPA and the Agreement are the Customer’s complete and final instructions at the time of signature and execution of the Agreement with Book4Time, for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. For the purposes of Clause 5(a) of the Standard Contractual Clauses, the following is deemed an instruction by the Customer to process Personal Data:

A. Processing in accordance with the Agreement and applicable Order Form(s);

B. Processing initiated by Users in their use of the Service; and

C. Processing to comply with other reasonable instructions provided by the Customer where such instructions are consistent with the terms of the Agreement. Book4Time shall immediately inform the Customer if, in its opinion, an instruction infringes on the provisions of any applicable Data Protection Laws and Regulations.

50. Audits.

The parties agree that the audits described in Clause 5(f) and Clause 12(b) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications:

A. Following the Customer’s written request, and subject to the confidentialityobligations set forth in the Agreement, Book4Time shall make available to the Customer all informationnecessary to demonstrate Book4Time’s compliance with the obligations set forth in this DPA, including but not limited to the third-party certifications and audits set forth in the Trust & Compliance Documentation, to the extent that Book4Time makes them generally available to its Customers.

B. The Customer may contact Book4Time in accordance with the “Notices” Section of the Agreement to request an on-site audit of the procedures relevant to the protection of Personal Data. The Customer shall remunerate and/or reimburseBook4Time for any time and/or funds expended for any such on-site audit. Remuneration and/or reimbursement shall be at Book4Time’s then-current professional services rates, or rates which Book4Time had to pay external auditors to complete the audit. These rates shall be made available to the Customer upon request.

C. Before the commencement of any such on-site audit, the Customer and Book4Time shall mutually agree upon the scope, timing, and duration of the audit, in addition to the remuneration and/or reimbursement rate for which the Customer shall be responsible.

D. All remuneration and/or reimbursement rates shall be reasonable, taking into account the resources expended by Book4Time. The Customer shall promptly notify Book4Time and provide all relevant information regarding any actual or suspected non-compliance discovered during an audit. This provision shall by no means derogate from or materially alter the provisions on audits as specified in the Standard Contractual Clauses.

51. Data Deletion.

The parties agree that the certification of deletion of Personal Data that is described in Clause 12(a) of the Standard Contractual Clauses shall be provided by Book4Time to the Customer only upon Customer’s request.

52. Order of Precedence.

This DPA is incorporated into, and forms part of the Agreement. For matters not addressed under this DPA, the terms of the Agreement shall apply. With respect to the rights and obligation of the parties vis-à-vis each other, in the event of a conflict between the terms of the Agreement and this DPA, the terms of this DPA will prevail. In the event of a conflict between the terms of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail.

Agreed by: Book4Time Inc.

Signatory Name: Roger Sholanki

Signatory Title: CEO

Standard Contractual Clauses (Processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of Personal Data to processors established in third countries which do not ensure an adequate level of data protection

the Data Exporter

the Data Importer

Name of the data importing organization (Processor): Book4Time Inc.

Address: 306 Town Centre Blvd, Suite 200, Markham, Ontario, Canada, L3R0Y6

Tel: (905) 752-2588

Fax / Email: privacy@book4time.com

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer of Personal Data by the data exporter (Controller) to the data importer (Processor) of the Personal Data specified in Appendix

Clause 1

01. Definitions.

For the purposes of the following Clauses:

A. “Personal Data,” ‘Special Categories of Data,”“Process,” “Processing,”“Controller,” “Processor,”“Data Subject,” and “Supervisory Authority”shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of October 24, 1995 on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data;

B. “Data Exporter” means the Controller who transfers the Personal Data;

C. “Data Importer” means the Processor who agrees to receive, from the Data Exporter (Controller),Personal Data intended for Processing on its behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

D. “Data Subject” means the identified or identifiable natural person to whom the Personal Data relates

E. “The Sub-processor” means any Processor engaged by the Data Importer (Processer) or by any other Sub-processor of the Data Importer that agrees to receive from the Data Importer or from any other Sub-processor of the Data Importer Personal Data exclusively intended for Processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with its instructions, the terms of the Clauses, and the terms of the written subcontract;

F. “Data Protection Law(s)”means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the Processing of Personal Data applicable to a Data Controller in the Member State in which the Data Exporter is established;

G. “Technical and organizational Security Measures” means those measures aimed at protecting Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

02. Details of the transfer.

A. The details of the transfer, and in particular, the special categories of Personal Data, where applicable, are specified in Appendix 1. This forms an integral part of the Clauses.

Clause 3

03. Third-party beneficiary clause

A. The Data Subject can enforce against the Data Exporter (Controller) this Clause, Clauses 4(b) to (i), Clauses 5(a) to(e), and (g) to (j), Clauses 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12, as a third-party beneficiary.

B. The Data Subject can enforce against the Data Importer (Processer) this Clause, Clauses 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the Data Exporterhas factually disappeared or has ceased to exist in law, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the Data Exporter, in which case the Data Subject can enforce such rightsagainst such entity.

C. The Data Subject can enforce against the Sub-processor this Clause, Clauses 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the Data Exporter (Controller) and the Data Importer (Processer) have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the Data Exporter, in which case the Data Subject can enforce such rights against such entity. Such third-party liability of the Sub-processor shall be limited to its own processing operations under the Clauses.

D. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

04. Obligations of the Data Exporter

The Data Exporter (Controller) agrees and warrants:

A. That the Processing, including the transfer itself, of the Personal Data has been, and will continue to be carried out, in accordance with the relevant provisions of the applicable Data Protection Law(s) and, where applicable, and has notified the relevant authorities of the Member State where the Data Exporter is established, and does not violate the relevant provisions of that State;

B. That it has instructed, and throughout the duration of the Personal Data Processing Services, will instruct the Data Importer (Processer) to Process the Personal Data transferred only on the Data Exporter’s behalf, and in accordance with the applicable Data Protection Law(s) and Clauses;

C. That the Data Importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this DPA;

D. That after assessment of the requirements of the applicable Data Protection Law(s), the security measures will be appropriate to protect Personal Data against unlawful, accidental, or unauthorized destruction, loss, alteration, disclosure or access, and against all other forms of unlawful Processing, in particular, where the Processing involves the transmission of data over a network. These measures will ensure a level of security appropriate to the risks presented by the Processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

E. That it will ensure compliance with the security measures;

F. That, if the transfer involves special categories of data, the Data Subject has been informed or will be informed transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC, before or as soon as possible after the transfer.

G. To forward any notification(s) received from the Data Importer (Processer) or any Sub-processor to the Data Protection Supervisory Authority, if the Data Exporter decides to continue the transfer or to lift the suspension, pursuant to Clauses 5(b) and 8(3);

H. To make available to the Data Subjects, upon request, a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for Sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial, confidential, or sensitive information, in which case it may remove such commercial, confidential, or sensitive information;

I. That, in the event of Sub-processing, the Processing activity is carried out, in accordance with Clause 11, by a Sub-processor providing at least the same level of protection for the Personal Data and the rights of the Data Subject as the Data Importer under the Clauses; and

J. That it will ensure compliance with Clauses 4(a) to (i).

Clause 5

05. Obligations of the Data Importer

The Data Importer (Processer) agrees and warrants:

A. To Process the Personal Data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses. If, for whatever reason,the Data Importer cannot provide such compliance, it agrees to promptly inform the Data Exporter of its inability to comply, in which case, the Data Exporter shall be entitled to suspend the transfer of data and/or terminate the contract; and

B. That it has no reason to believe that the legislation applicable to the Data Importerprevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract. In the event of a change in legislation, which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, the Data Importerwill, as soon as it becomes aware or promptly thereafter, notify the change to the Data Exporter, in which case, the Data Exporter shall beentitled to suspend the transfer of data and/or terminate the contract;

C. That it has implemented the technical and organizational security measures specified in Appendix 2 before Processing the Personal Data transferred;

D. That it will promptly notify the Data Exporter about:

(i) Any legally binding request(s) for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) Any accidental or unauthorized access to the Personal Data; and

(iii) Any request received directly from the Data Subjects without responding to that request, unless it has been otherwise authorized to do so.

E. To deal promptly and properly with all inquiries from the Data Exporter relating to its Processing of the Personal Data,subject to the transfer, and to abide by the advice of the Supervisory Authority with regard to the Processing of the data transferred;

F. To submit, at the request of the Data Exporter, its Data Processing facilities for audit of the Processing activities covered by the Clauses. This audit shall be carried out by the Data Exporter or an inspection body composed of independent members that possess the required professional qualifications (hereinafter referred to as the “Auditors”). The Auditors will be bound by a duty of confidentiality, and may be selected by the Data Exporterin agreement with the Supervisory Authority;

G. To make available to the Data Subject, upon request, a copy of the Clauses, or any existing contract for Sub-processing,unless the Clauses or contract contain commercial, confidential, or sensitive information, in which case the Data Importer may remove such commercial, confidential, or sensitive information, with the exception of Appendix 2, which shall be replaced by a summary description of the security measures in those cases where the Data Subject is unable to obtain a copy from the Data Exporter;

H. That, in the event of Sub-processing, it has previously informed the Data Exporter and obtained its prior written consent;

I. That the Processing services by the Sub-processor will be carried out in accordance with Clause 11; and

J. To send promptly a copy of any Sub-processor agreement it concludes under the Clauses to the Data Exporter.

Clause 6

06. Liability

A. The parties agree that any Data Subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or Clause 11 caused by any party or Sub-processor, is entitled to receive compensation from the Data Exporter for the damage suffered.

B. If a Data Subject is not able to bring a claim for compensationagainst the Data Exporter in accordance with (a), arising out of a breach by the Data Importer or its Sub-processor(s) of any of their obligations referred to in Clause 3 or Clause 11, or because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the Data Subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, in which case the Data Subject shallenforce its rights against such successor entity. The Data Importer may not rely on a breach of obligationsby a Sub-processor in order to avoid its own liabilities.

C. If a Data Subject is not able to bring a claim against the Data Exporter or the Data Importer, arising out of a breach of obligations by the Sub-processor of its obligations detailed in Clause 3 or Clause 11, because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the Sub-processor agrees that the Data Subject may issue a claim against the data Sub-processor with regards to its own Processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the Data Subject can enforce its rights against such entity. The liability of the Sub-processor shall be limited to its own Processing operations under the Clauses.

Clause 7

07. Mediation and jurisdiction

A. The Data Importer (Processer)agrees that if the Data Subject invokes against it third-party beneficiary rights and/or claims of compensation for damages under the Clauses, the Data Importer will accept the decision of the Data Subject:

(i) To refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; or

(ii) To refer the dispute to the courts in the Member State in which the Data Exporter (Controller0 is established.

B. The parties agree that the choice made by the Data Subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

08. Cooperation with supervisory authorities

A. The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable Data Protection Law.

B. The parties agree that the supervisory authority has the right to conduct an audit of the Data Importer, and of any Sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable Data Protection Law.

C. The Data Importer shall promptly inform the Data Exporter about the existence of legislation applicable to it, or to any Sub-processor preventing the conduct of an audit of the Data Importer, or any Sub-processor, pursuant to (b). In such case, the Data Exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9

09. Governing Law

A. The Clauses shall be governed by the law of the Member State in which the Data Exporter (Controller) is established.

Clause 10

10. Variation of the contract

A. The parties agree that there will be no amendments or modifications made to the Clauses. The parties agree that additional clauses may be added with regards to business related issues, so long as the additional clauses do not contradict the pre-written Clauses.

Clause 11

11. Sub-processing

A. The Data Importer (Processer) shall not subcontract any of its Processing operations performed under the Clauses and on behalf of the Data Exporter (Controller) without the prior written consent of the Data Exporter. Where the Data Importer subcontracts its obligations under theClauses, with the consent of the Data Exporter, it shall do so only by way of a written agreement with the Sub-processor, which imposes the same obligations on the Sub-processoras are imposed on the Data Importer under the Clauses. Where the Sub-processor fails to fulfil its Data Protection obligations under such written agreement, the Data Importer shall remain fully liable to the Data Exporter for the performance of the Sub-processor’s obligations under such agreement.

B. The prior written contract between the Data Importer and the Sub-processor shall also provide for a third-party beneficiary clause as detailed in Clause 3, for cases where the Data Subject is not able to bring the claim for compensation referred to in Clause 6(a) against the Data Exporter or the Data Importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law. Such third-party liability of the Sub-processor shall be limited to its own Processing operations under the Clauses.

C. The provisions relating to Data Protection aspects forSub-processing of the contract referred to in (a) shall be governed by the law of the Member State in which the Data Exporter is established.

D. The Data Exporter shall keep a list of sub-processing agreements, concluded under the Clauses, and notify by the Data Importer pursuant to Clause 5(j). This list shall be updated at least once a year. This list shall be available to the Data Exporter’s data protection supervisory authority.

Clause 12

12. Obligation after the termination of Personal Data Processing Services

A. The parties agree that on the termination of the provision of Data Processing Services, the Data Importer (Processer) and the Sub-processor shall, at the choice of the Data Exporter (Controller), return all the Personal Data transferred and the copies thereof to the Data Exporter or shall destroy all the Personal Data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer or its Sub-processer prevents the Data Importer or its Sub-processer from returning or destroying all or part of the Personal Data transferred. In such case, the Data Importer warrants that it will guarantee the confidentiality of the Personal Data transferred and will not actively Process the Personal Data transferredfrom that point forward.

B. The Data Importer and the Sub-processor warrant that, upon request of the Data Exporter and/or the Supervisory Authority, the Data Importer and/or the Sub-processer will submit its Data Processing facilities for an audit of the measures referred to in (a).This requirement may be satisfied by the Sub-processor co-signing the contract between the Data Exporter and the Data Importer under this Decision.

On behalf of the Data Exporter (Controller)

On behalf of the Data Importer (Processer)

Agreed by: Book4Time Inc.

Signatory Name: Roger Sholanki

Signatory Title: CEO

appendix 1 to the standard contractual clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data Exporter (Controller)

The Data Exporter is the legal entity that has executed this Data Processing Addendum based on the Standard Contractual Clauses as a Data Exporter established within the European Economic Area and Switzerland that have purchased the Service on the basis of one or more Order Form(s).

Data Importer (Processer)

The Data Importer is Book4Time Inc., a Spa Management Software cloud service provider which Processes Personal Data and Customer Data, upon the instruction of the Data Exporter, in accordance with the terms of the Agreement and the Data Processing Addendum.

Data Subjects

The Data Exporter may submit Personal Data to the Service, the extent of which is determined and controlled by the Data Exporter in its sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of Data Subjects:

Customers, business partners, and vendors (who are all natural persons) of the Data Exporter;
Employees or contact persons of the Data Exporter’s Customers, business partners, and vendors; and
Employees, agents, advisors, contractors, or any user (who are all natural persons) authorized by the Data Exporter to use the Service.

Categories of data

First and last name;
Business contact information (company, email, phone, physical business address);
Personal contact information (email, cell phone);
Title;
Position;
ID data;
Personal life data (in the form of questions and answers);
Connection data; and
Localization data

Special categories of data

Data Exporter may submit special categories of data to the Service, the extent of which is determined and controlled by the Data Exporter in its sole discretion, and which may include Personal Data concerning health information.

Processing operations

The Personal Data transferred will be subject to the following basic processing activities (please specify):

The objective of Processing of Personal Data by the Data Importer is the performance of the Service pursuant to the Master Subscription Agreement, for a duration of time no longer than is required to perform the Service.

Data Exporter (Controller)

Data Importer (Processer)

Agreed by: Book4Time Inc.

Signatory Name: Roger Sholanki

Signatory Title: CEO

Appendix 2 to The Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Technical and Organizational Security Measures

Book4Time shall maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, including Personal Data, as set forth in the Trust & Compliance Documentation. Book4Time regularly monitors compliance with these safeguards. Book4Time will not materially decrease the overall security of the Service during a subscription term.

Data Exporter (Controller)

Data Importer (Processer)

Agreed by: Book4Time Inc.

Signatory Name: Roger Sholanki

Signatory Title: CEO

Appendix 3 to The Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties. The list of Sub-processors approved by the Data Importer (Processer), as of the effective date of this DPA is as set forth below:

Data Exporter (Controller)

Data Importer (Processer)

Agreed by: Book4Time Inc.

Signatory Name: Roger Sholanki

Signatory Title: CEO