6. Sub-processing

6.1. Client agrees that Processor may engage Processor’s Affiliates and third party sub-processors (collectively, "sub-processors") to Process the Personal Data on Processor's behalf. Client acknowledges that Processor’s contractual obligations hereunder, or the parts of the services, will be performed by a subcontractor and consents to use of sub-processors by Processor as described in this section 6 to fulfil its contractual obligations under the Agreement a and to provide certain services on Processor's behalf such as support services. The list of current sub-processors authorized by Client is provided in the Annex 1 hereof.

6.2. Processor undertakes to enter into a written agreement with any applicable sub-processors and such obligations will in no event be less protective than stated herein. Processor will restrict its sub-processors' access to only what is necessary to maintain the Service or to provide the Service to Client and its End Users. Processor will remain responsible for its compliance with the obligations stated herein and for any acts or omissions of the sub-processors.

6.3. Processor may, by giving no less than thirty (30) days’ notice to Client, add or make changes to the Sub-processors. Client may object to the appointment of an additional sub-processor within fourteen (14) calendar days of such notice on reasonable grounds relating to the protection of the Personal Data, in which case Processor shall have the right to cure the objection through one of the following options (to be selected at Processor’s sole discretion):

  • (a) Processor will cancel its plans to use the Sub-processor with regard to Personal Data or will offer an alternative to provide the Subscription Services without such Sub-processor; or
  • (b) Processor will take the corrective steps requested by Client in its objection (which remove Client’s objection) and proceed to use the Sub-processor with regard to Personal Data; or
  • (c) Processor may cease to provide or Client may agree not to use (temporarily or permanently) the particular aspect of the Subscription Services that would involve the use of such Sub-processor with regard to Personal Data, subject to a mutual agreement of the parties to adjust the remuneration for the Subscription Services considering the reduced scope of the Subscription Services.

Objections to a Sub-processor shall be submitted to Processor by following the directions set forth in the Sub-processor List.

If none of the above options are reasonably available and the objection has not been resolved to the mutual satisfaction of the parties within 30 days after Processor’s receipt of Client’s objection, either party may terminate the Agreement and Client will be entitled to a pro-rata refund for prepaid fees for Subscription Services not performed as of the date of termination.

Processor may replace a sub-processor if the need for the change is urgent and necessary to provide the Subscription Services and the reason for the change is beyond Processor’s reasonable control. In such instance, Processor shall notify Client of the replacement as soon as reasonably practicable, and Client shall retain the right to object to the replacement sub-processor pursuant to the above.