GDPR DATA PROCESSING ADDENDUM

INTRODUCTION

This Data Processing Addendum (“Addendum”) forms part of the Master Subscription Agreement or other written or electronic agreement between WHEELSYS and Customer for the purchase of online services (including associated WHEELSYS offline or mobile components) from WHEELSYS (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) (the “Agreement”) to reflect the parties’ agreement with regard to the Processing of Personal Data.

By signing this Addendum, Customer enters into this Addendum 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 WHEELSYS processes Personal Data for which such Authorized Affiliates qualify as the Controller.

For the purposes of this Addendum only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, WHEELSYS may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

HOW TO EXECUTE THIS ADDENDUM

This Addendum has been pre-signed on behalf of WHEELSYS legal entities.

To complete this Addendum, Customer must complete the information in the signature box and sign on Section 12.

Send the completed and signed Addendum to WHEELSYS by email, indicating the Customer’s Legal Name (as set out on the applicable Software as a Service (SaaS) for Wheels Car Rental System Agreement or invoice), to privacy@wheelsys.com.

Upon receipt of the validly completed Addendum by WHEELSYS at the above address, WHEELSYS  will review this Addendum and confirm by e-mail to the sender address. This Addendum will become legally binding from the date the Addendum is confirmed by WHEELSYS.

HOW THIS ADDENDUM APPLIES

If the Customer entity signing this Addendum is a party to the Agreement, this Addendum is an Addendum to and forms part of the Agreement. In such case, the WHEELSYS entity that is party to the Agreement is party to this Addendum.

If the Customer entity signing this Addendum has executed an Order Form with WHEELSYS or its Affiliate pursuant to the Agreement, but is not itself a party to the Agreement, this Addendum is an Addendum to that Order Form and applicable renewal Order Forms, and the WHEELSYS entity that is party to such Order Form is party to this Addendum.

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

If the Customer entity signing the Addendum is not a party to an Order Form nor a Master Services Agreement directly with WHEELSYS, but is instead a customer indirectly via an authorized reseller of WHEELSYS services, this Addendum is not valid and is not legally binding. Such entity should contact the authorized reseller to discuss whether any amendment to its agreement with that reseller may be required.

This Addendum shall not replace any comparable or additional rights relating to Processing of Customer Data contained in Customer’s Agreement (including any existing data processing Addendum to the Agreement).

1. DEFINITIONS

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “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.

Authorized Affiliate means any of Customer’s Affiliate(s) which is acting under an affiliation, franchise or representation agreement for a specific geographical territory and (a) 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 (b) is permitted to use the Services pursuant to the Agreement between Customer and WHEELSYS, but has not signed its own Order Form with WHEELSYS and is not a “Customer” as defined under the Agreement.

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

Customer Data means what is defined in the definition section 1.1 as “Customer Data” of the Software as a Service (SaaS) Agreement for Wheels Car Rental System.

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, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.

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

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 regarding the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Personal Data means any information relating to (a) an identified or identifiable natural person and, (b) 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), where for each (a) or (b), such data is Customer Data.

Processing means any operation or set of operations which is performed upon Personal Data, if 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.

Processor means the entity which Processes Personal Data on behalf of the Controller.

WHEELSYS means the Wheelsys entity which is a party to this Addendum, as specified in the section “HOW THIS ADDENDUM APPLIES” above, being:

• WHEELSYS SA, a company incorporated in Athens, Greece
• WHEELSYS SA, a company incorporated in Larnaca, Cyprus

Sub-processor means any Processor engaged by WHEELSYS.

Regulatory Authority means an independent public authority which is established by an EU Member State pursuant to the GDPR.

2. PROCESSING OF PERSONAL DATA

2.1. Roles of the Parties

The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, WHEELSYS is the Processor and that WHEELSYS or Wheelsys Legal Entities will engage Sub-processors pursuant to the requirements set forth in Section 6 “Sub-processors” below.

2.2. Customer’s Processing of Personal Data

Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations.

Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.

2.3. Processing of Personal Data

Wheelsys shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (a) Processing in accordance with the Agreement and applicable Order Form(s); (b) Processing initiated by Users in their use of the Services; and (c) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

2.4. Details of the Processing

The subject-matter of Processing of Personal Data by WHEELSYS is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are further specified in Section 3. “Details of the Processing” below.

3. DETAILS OF THE PROCESSING

3.1. Nature and Purpose of Processing

WHEELSYS will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Customer in its use of the Services.

3.2. Duration of Processing

WHEELSYS will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

3.3. Categories of Data Subjects

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

• Prospects, customers, business partners and vendors of Customer (who are natural persons)
• Employees or contact persons of Customer’s prospects, customers, business partners and vendors
• Employees, agents, advisors, freelancers of Customer (who are natural persons)
• Customer’s Users authorized by Customer to use the Services
• 3.4. Types of Personal Data

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

• First and last name
• Title
• Tax ID
• Position
• Employer
• Contact information (company, email, phone, physical business address)
• ID and Driver License data
• Connection data

4. RIGHTS OF DATA SUBJECTS

4.1. Data Subject Request

Effective 25 May 2018, WHEELSYS shall, to the extent legally permitted, promptly notify Customer if WHEELSYS receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”).

Taking into account the nature of the Processing, WHEELSYS shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of 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 Services, does not have the ability to address a Data Subject Request, WHEELSYS shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent WHEELSYS is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations.

To the extent legally permitted, Customer shall be responsible for any costs arising from WHEELSYS provision of such assistance.

5. WHEELSYS PERSONNEL

5.1. Confidentiality

Wheelsys shall ensure that its personnel engaged in the processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Wheelsys shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

5.2. Reliability

WHEELSYS shall take commercially reasonable steps to ensure the reliability of any WHEELSYS personnel engaged in the Processing of Personal Data.

5.3. Limitation of Access

WHEELSYS shall ensure that WHEELSYS’s personnel access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

5.4. Data Protection Officer

WHEELSYS legal entities have appointed a data protection officer. The appointed person may be reached at privacy@wheelsys.com

6. SUB-PROCESSORS

6.1. Appointment of Sub-processors

Customer acknowledges and agrees that (a) WHEELSYS’s Affiliates may be retained as Sub-processors; and (b) WHEELSYS and WHEELSYS’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services.

WHEELSYS or a WHEELSYS Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.

6.2. List of Current Sub-processors and Notification of New Sub-processors

WHEELSYS shall make available to the Customer the current list of Sub-processors for the Services the subscribed to by the Customer.

Such Sub-processor lists shall include the identities of those Sub-processors and their country of location (“Sub-processor Lists”).

WHEELSYS shall provide notification by e-mail 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 Services. The e-mail shall be sent to the e-mail used when sending the signed copy of this Addendum.

6.3. Objection Right for New Sub-processors

Customer may object to WHEELSYS’s use of a new Sub-processor by notifying WHEELSYS promptly in writing within ten (10) business days after receipt of WHEELSYS’s notice in accordance with the mechanism set out in Section 6.2.

In the event Customer objects to a new Sub-processor, as permitted in the preceeding sentence, WHEELSYS will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer.

If WHEELSYS is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by WHEELSYS without the use of the objected-to new Sub-processor by providing written notice to WHEELSYS. WHEELSYS will refund 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 Services, without imposing a penalty for such termination on Customer.

6.4. Liability

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

7. SECURITY

7.1. Controls for the Protection of Customer Data

WHEELSYS shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data.

7.2. WHEELSYS regularly monitors compliance with these measures

WHEELSYS will not materially decrease the overall security of the Services during a subscription term.

7.3. Security & Penetration Testing

WHEELSYS uses third-party solutions to perform security and penetration testing on regular intervals.

7.4. Third-Party Certifications and Audits.

WHEELSYS has obtained third-party certifications and audits. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, WHEELSYS shall make available to Customer that is not a competitor of WHEELSYS (or Customer’s independent, third-party auditor that is not a competitor of WHEELSYS) a copy of WHEELSYS’s then most recent third-party audits or certifications, as applicable.

8. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

8.1. WHEELSYS maintains security incident management policies and procedures specified in the Security, Privacy and Architecture Documentation and shall, notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by WHEELSYS or its Sub-processors of which WHEELSYS becomes aware (a “Customer Data Incident”).

8.2. WHEELSYS shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as WHEELSYS deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within WHEELSYS’s reasonable control.

8.3. The obligations herein shall not apply to incidents that are caused by Customer actions or omissions, or Customer’s Users.

9. AUTHORIZED AFFILIATES

9.1. Contractual Relationship

The parties acknowledge and agree that, by executing the Agreement, the Customer enters into the Addendum on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate Addendum between WHEELSYS and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 9 and Section 10. Each Authorized Affiliate agrees to be bound by the obligations under this Addendum and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is only a party to the Addendum. All access to and use of the Services and Content by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.

9.2. Communication

The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with WHEELSYS under this Addendum and be entitled to make and receive any communication in relation to this Addendum on behalf of its Authorized Affiliates.

9.3. Rights of Authorized Affiliates

Where an Authorized Affiliate becomes a party to the Addendum with WHEELSYS, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this Addendum, subject to the following:

Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this Addendum against WHEELSYS directly by itself, the parties agree that (i) 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 (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this Addendum not separately for each Authorized Affiliate individually but in a combined manner for all of its Authorized Affiliates together (as set forth, for example, in Section 9.3.2, below).

The parties agree that the Customer that is the contracting party to the Agreement shall, when carrying out an on-site audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on WHEELSYS and its Sub-Processors by combining, to the extent reasonable possible, several audit requests carried out on behalf of different Authorized Affiliates in one single audit.

10. LIMITATION OF LIABILITY

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this Addendum, and all Addendums between Authorized Affiliates and WHEELSYS, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Addendum and Agreement – if provisioned, 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 Addendums together.

For the avoidance of doubt, WHEELSYS and its Affiliates’ total liability for all claims from the Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each Addendum shall apply in the aggregate for all claims under both the Agreement and all Addendums established under this Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such Addendum.

Also for the avoidance of doubt, each reference to the Addendum in this Addendum means this Addendum including its Schedules and Appendices.

11. EUROPEAN SPECIFIC PROVISIONS

11.1. GDPR

With effect from 25 May 2018, WHEELSYS will Process Personal Data in accordance with the GDPR requirements directly applicable to WHEELSYS’ provision of its Services.

11.2. Data Protection Impact Assessment

With effect from 25th May 2018, and upon Customer’s request, WHEELSYS shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to WHEELSYS.

WHEELSYS shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Regulatory Authority in the performance of its tasks relating to Section 11.2 “Data Protection Impact Assessment” of this Addendum, to the extent required under the GDPR.

11.3. Transfer mechanisms for data transfers

WHEELSYS makes available the transfer mechanisms listed below which shall apply, in the order of precedence as set forth in Section 11.4, to any transfers of Personal Data under this Addendum from the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws and Regulations.

11.4. Order of precedence

In the event that Services are covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence:

1. the GDPR rules and regulations,
2. PCI-DSS rules and policies,
3. the Standard Contractual Clauses described in Schedule 1.