6. Sub-processing

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

6.2. ABBYY undertakes to enter into a written agreement with any applicable sub-processors and such agreement will contain the same data protection obligations as set out in this DPA. ABBYY will remain responsible for its compliance with the obligations stated herein and for any acts or omissions of the sub-processors.

6.3. ABBYY 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 ABBYY shall have the right to cure the objection through one of the following options (to be selected at ABBYY’s sole discretion):

  • (a) ABBYY 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) ABBYY 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) ABBYY 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.

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 ABBYY’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.