This is important, so please read carefully! Thank you.
1.1 These Terms of Service (“Terms of Service”) govern the access and use of the Services (as defined below). These Terms of Service are entered into by and between SEON Technologies Kft. and the legal entity who uses SEON’s Website or places a SEON Order via its representative (“Customer”) that
1.1.1 accesses the Website (as defined below); or
1.1.2 places a SEON Order (as defined below) for the services offered by SEON (as defined below); or
1.1.3 ticks the dedicated checkbox implemented by SEON at the Website to accept these Terms of Service.
1.2 In any of the above mentioned cases, you represent that you have civil and legal capacity, that you are of legal age and have the authority to accept and to bind the Customer to the SEON Order, these Terms of Service, including the following terms and conditions and policies, which are hereby incorporated by reference and constitute part of these Terms of Service:
1.2.1 Acceptable Use Policy ›
1.2.2 Support Terms ›
1.2.3 Service Level Agreement ›
1.2.4 Data Processing Agreement ›
1.2.5 Data Sharing Addendum ›
1.3 By ticking the dedicated checkbox implemented by SEON at the Website to accept these Terms of Service or by expressing agreement otherwise, Customer agrees to these Terms of Service and these Terms of Service become a binding commitment between Customer and SEON.
1.4 No consumers. Customer may not use the Website and the Services in a consumer capacity. The Website and the Services are intended for use by businesses.
The following definitions apply in these Terms of Service:
2.1 “Account” means a profile created by or on behalf of the Customer as a service area for the Customer.
2.2 “Affiliate” means in respect of a party, any entity that from time-to-time, directly or indirectly, Controls, is Controlled by, or is under common Control with that party, and any other entity agreed in writing by the parties as being an Affiliate in respect of either party.
2.3 “Aggregated Data” means data or information provided by Customer to SEON, created by SEON or generated in the course of using the Services that is anonymized and/or de-identified wherein the data does not identify or enable identification of the Customer, the Authorized Users, or any natural person.
2.4 “Authorized User” means the person that Customer allows to access and use the Services on its behalf by sending an invitation via the Services.
2.5 “Beta Offerings” mean Services and/or features that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by SEON in order to test and evaluate them.
2.6 “Claim” means an IPR Claim or a third-party claim against SEON where Customer has indemnity obligations under these Terms of Service.
2.7 “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after the conclusion of these Terms of Service by or on behalf of the Discloser to the Recipient in writing, orally, through visual means, or by the Recipient’s evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the conclusion of these Terms of Service owned or controlled by the Discloser. Confidential Information shall also include any information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed.
2.8 “Control” means the ownership of, or power to vote in respect of, at least 50% of the voting stock, shares or interests of an entity.
2.9 “Competitor” means any person that offers services that compete with some or all of the Services.
2.10 “Custom Agreement” means the agreement for providing the Services that was individually negotiated and duly executed by SEON and Customer.
2.11 “Customer” has the meaning defined under Section 1.1.
2.12 “Customer Data” means all data and information that Customer provides to SEON in relation to the Services. Aggregated Data and Feedback are not Customer Data.
2.13 “Data Processing Agreement” means the data processing agreement that is incorporated herein by reference.
2.14 “Data Protection Legislation” means any and all international, federal, state, provincial and local data privacy laws applicable to Customer, such as, by way of example, 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, “GDPR”), the UK Data Protection Act 2018, the California Consumer Privacy Act of 2018 and other relating laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective.
2.15 “Data Sharing Addendum” means the data sharing addendum that is incorporated herein by reference.
2.16 “Discloser” means a party disclosing its Confidential Information to the Recipient.
2.17 “Documentation” means the documentation of the Services as amended from time to time and available at: User Docs Dashboard (seon.io) or at such other URL as SEON may use as may be updated from time-to-time.
2.18 “Evaluation Offering” means Services and/or features that are offered by SEON for the purposes of preliminary evaluation, internal evaluation, proof of concept, trial, or similar purposes for a definite period of time as determined by SEON.
2.19 “Fees” mean the fees paid or payable by Customer as set forth in a Plan or a SEON Order.
2.20 “Feedback” means any and all suggestions, ideas, enhancement requests, feedback, recommendations, and other information of a similar nature provided by Customer to SEON in relation to the Services on any channel.
2.21 “Intellectual Property Rights” mean
2.21.1 all registered or unregistered rights in patents, inventions, designs, copyright and related rights, rights in software, database rights, knowhow and Confidential Information, trademarks and related goodwill, trade names and rights to apply for registration in related to these;
2.21.2 all other rights of similar nature or having an equivalent effect anywhere in the world that currently exist or are recognized in the future;
2.21.3 all applications, extensions, continuations and renewals in relation to any such rights.
2.22 “IPR Claim” means any claim or action made or threatened by a third party against Customer that (i) arises directly and solely from the access and use of the Services by Customer or Authorized Users (excluding Customer Data), (ii) is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced, and (iii) asserts the infringement of the Intellectual Property Rights of that third party.
2.23 “Permitted Third-Party Recipients” mean Recipient’s and its Affiliates’ owners, employees, agents, contractors, financial, legal and other professional advisors who need access to the Confidential Information for the purposes of exercising the Recipient’s rights or carrying out its obligations specified in these Terms of Service.
2.24 “Personal Data” means personal data as defined under applicable Data Protection Legislation.
2.25 “Plan” means additional specific terms and conditions pursuant to which the Services are offered to Customer that regulates, including, but not limited to, the pricing structure, the Fees and the Subscription Term, and is specified on the then-current applicable pricing page(s) on the Website.
2.26 “Recipient” means a party receiving Confidential Information from the Discloser.
2.27 “Sanctions Regime” means all applicable laws and regulations with regards to anti-bribery, anti-corruption, prevention of money laundering and financing of terrorism, economic sanctions, export controls, import regulations and trade embargoes, (targeted) asset freeze and prohibition to make funds available, travel restrictions, prohibition to satisfy claims, financial measures and restrictions on a variety of financial markets and services, investment restrictions, directions to cease business and other restrictions.
2.28 “SEON” means SEON Technologies Kft. (company reg. no.: 01-09-292732, registered by the Company Registry Court of Budapest Capital Regional Court; registered seat: Rákóczi út 42, 1072 Budapest, Hungary; tax number: 25854071-2-42) and all Affiliates of SEON Technologies Kft.
2.29 “SEON Order” means additional specific terms and conditions pursuant to which the Services are offered to Customer that references these Terms of Service and that regulates, including, but not limited to, the applicable trial period, pricing structure, the Fees and the Subscription Term, and is specified in an electronic or physical order form signed by or on behalf of SEON and by or on behalf of Customer.
2.30 “Services” means the services that SEON directly offers from time-to-time through the Website, including the use of the Website itself.
2.31 “Open Source Software” means software components subject to the terms and conditions of open source software licenses.
2.32 “Subscription Term” means the period of time Customer and its Authorized Users are entitled to access and use the Services.
2.33 “Third-Party Services” means any service that is offered by a third party other than SEON that is related to the provision of the Services in any way.
2.34 “Website” means www.seon.io.
3.1 Grant of License. Solely for purposes of using the Services in accordance with these Terms of Service, and subject to Customer’s and Authorized Users’ compliance at all times with these Terms of Service, SEON grants Customer a personal, limited, non-exclusive, non-transferable, revocable and terminable license to use the Services as set forth in these Terms of Service and Customer’s Plan or SEON Order.
3.2 Ownership. The Website, the Services and their content, features and functionality and the Aggregated Data are owned by SEON or its licensees, and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All such rights are reserved. All trademarks are the property of SEON or their respective owners. Except and solely as expressly granted to Customer in Section 3.1 above, SEON reserves all rights of ownership of any kind to itself and its applicable licensees. Without limitation on the foregoing, the license grant in Section 3.1 above does not include a right to adapt or create derivative works of any material owned by SEON.
3.3 Open Source Software. To the extent required by the license that accompanies any Open Source Software applicable to Customer’s use of the Services, the terms of such license will apply with respect to the use of such Open Source Software.
3.4 Updates, Changes, New Features. SEON may update or otherwise change the Website and the Services (or any part thereof) from time-to-time in its sole discretion. New, enhanced or additional features that SEON releases as part of the Services shall be subject to these Terms of Service. SEON may provide notice to Customers of major updates or changes to the Services.
3.5 Beta Offerings and Evaluation Offerings. From time-to-time, SEON may make Beta Offerings and Evaluation Offerings available to Customers. SEON will clearly indicate if or which part of the Services are Beta Offerings or Evaluation Offerings. Customer may choose to use Beta Offerings or Evaluation Offerings in its sole discretion. If Customer uses Beta Offerings, Customer shall, at SEON’s request, (i) provide SEON with information as to any errors or defects found by Customer in the Beta Offerings; (ii) inform SEON of any suggested changes, modifications or improvements to the Beta Offering; and (iii) provide SEON with all information and documentation necessary for SEON to evaluate the results of the testing of the Beta Offerings. SEON may impose or agree to terms and conditions on the use of Beta Offerings and Evaluation Offerings separate from or in addition to as set forth in these Terms of Service. Customer uses Beta Offerings and Evaluation Offerings solely at its own risk. SEON undertakes no obligations of any kind to make Beta Offerings and Evaluation Offerings available to any or all Customers. SEON may change, suspend or discontinue Beta Offerings and Evaluation Offerings at any time in its sole discretion.
3.6 Support. SEON shall provide support for the Services according to the terms specified in the Support Terms. As part of providing support to Customer or otherwise at the request of Customer, SEON acts at the instruction or by permission of Customer made by or through the Services, and SEON shall not be in any way liable or responsible for such actions. Beta Offerings and Evaluation Offerings are not subject to any support obligations.
3.7 Services Documentation. SEON provides Documentation for the Services. SEON is not obliged to provide Documentation for Beta Offerings.
3.8 Personal Data. SEON processes Personal Data when providing the Services pursuant to the provisions of the Data Processing Agreement and the Data Sharing Addendum as applicable, within the scope and extent as defined therein or pursuant to the Data Protection Legislation.
3.9 Reporting, Cooperation and Governmental Compliance. SEON reserves the right to report any breach by Customer of these Terms of Service to the relevant law enforcement authorities. SEON reserves the right to cooperate fully, at all times, and in any way SEON determines it necessary, proper, or advisable with any law enforcement or other governmental authorities with applicable jurisdiction.
4.1 General responsibilities. Customer shall, at all times, comply with these Terms of Service, including, but not limited to:
4.1.1 Customers shall be legally able to be bound by these Terms of Service in accordance with the Website’s process(es) for accepting these Terms of Service. Customer represents and warrants that Customer has all rights, power, and authority necessary for complying with these Terms of Service.
4.1.2 The Customer has access to the Account with its password and email address. Customer shall ensure that the email address and password, that are provided to create an Account at the Website, are valid, up-to date, correct, accurate, free of errors and comply with industry-standard password complexity. Customer may freely correct the email address and password on the Account page. Customer may always contact SEON at the available support channels to have administrative errors corrected.
4.2 Account Security.
4.2.1 Customer is responsible for all activities that occur under or in connection with Customer’s and Authorized User’s Account, including for all activities of the Authorized Users.
4.2.2 Customer is responsible for configuring login credentials, and other information and data securely. Customer shall be responsible for configuring its systems, information technology, as well as identifying and authenticating all Authorized Users, for approving access by Authorized Users to the Service.
4.2.3 Customer must immediately notify SEON (i) if Customer knows or has reason to suspect that anyone other than Customer or the Authorized Users knows or has access to Customer’s or Authorized Users’ login credentials; (ii) if Customer becomes aware of, or has reason to suspect any unauthorized use of Customer’s or Authorized Users’ Account; or (iii) if Customer becomes aware of, or has reason to suspect any other breaches of security related to the Services. SEON reserves the right to delete or change Customer’s and Authorized Users’ login credentials at any time and for security reasons and shall provide prompt notice to Customer thereof. Customer must treat all information related to the security of the Services, such as Customer’s password, confidential.
4.3 Customer Grant of Rights, Permissions.
4.3.1 License to Customer Data. By submitting any Customer Data to SEON, Customer grants SEON a worldwide, royalty-free, non-exclusive, transferable, terminable license of the Intellectual Property Rights solely as and to the extent necessary for the provision of the Services to Customer as set forth in these Terms of Service, including to analyse and improve the existing features and to develop new features of the Services. In case of Beta Offerings, this license includes carrying out testing and evaluation of the results of the testing of Beta Offerings.
4.3.2 Responsibility for Customer Data. Customer remains solely responsible for all its Customer Data and represents that it has (and will have) all rights that are necessary to grant SEON the rights in the Customer Data under these Terms of Service. Customer further represents that the Customer Data will not, in so far as it relates to SEON, infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Further, Customer shall not provide any Customer Data that is not relevant to the Services. Customer represents and warrants that the Customer Data it provides during its use of the Services does not fall under any country-specific prohibition on the transfer of Personal Data
4.3.3 Aggregated Data. To the extent, if any, that these Terms of Service does not provide SEON with full ownership, right, title and interest in and to the Aggregated Data, Customer hereby grants to SEON a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sub-licensable right to use, copy, modify, adapt, prepare derivative works from, distribute, publish, perform, and display Aggregated Data in all media formats and channels now known or later developed. Customer agrees that SEON may use Aggregated Data on a non-confidential basis.
4.3.4 Feedback. Customer agrees that SEON may use Feedback without compensation or obligation to Customer on a non-confidential basis. Customer hereby grants to SEON a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sub-licensable right to use, copy, modify, adapt, prepare derivative works from, distribute, publish, perform, and display Feedback in all media formats and channels now known or later developed. Customer further agrees that SEON may remove metadata associated with any Feedback. Customer irrevocably waives any claims and assertions of moral rights or attribution with respect to Feedback. Customer hereby authorizes SEON to contact the Authorized Users or other contributors of Customer to participate in surveys, testing or interviews with SEON.
4.4 Authorized Users. All Customer obligations under these Terms of Service shall apply fully to the Authorized Users. Customer is solely responsible to ensure that the Authorized Users access and use the Website and Services in full compliance with these Terms of Service. Customer is solely responsible for all conduct and activities of Authorized Users and any other person who accesses and uses the Website and the Services using Customer’s or Authorized User’s login credentials and Customer assumes all liability towards SEON therefore.
4.5 Sanctions Regimes.
4.5.1 Customer will comply with all applicable Sanctions Regimes, and will complete all undertakings required by the Sanctions Regimes. Customer represents and warrants that Customer and its Affiliates, and the executive officers, employees, owners and ultimate beneficiaries of these companies are not subject to any restrictions under the Sanctions Regimes nor are they otherwise owned or Controlled by or acting on behalf of any person targeted by Sanctions Regimes. Customer undertakes to notify SEON immediately if any change occurs in the status of this warranty statement.
4.5.2 If SEON has any reason to believe that Customer is subject to any restrictions under the Sanctions Regimes, SEON has the right to terminate, suspend or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service at any time with immediate effect without refunding or compensating Customer and without further investigation or other action. Notwithstanding the foregoing, the obligation to conform to all Sanctions Regimes is the obligation of Customer, and failure to do so shall be deemed an uncurable material breach of these Terms of Service.
5.1 Fees and Approved Payment Methods. Customer shall pay Fees to SEON as set out in the applicable Plan. Customer shall pay the Fees via a valid and approved payment method as indicated in the applicable Plan. Customer authorizes SEON to collect all Fees due (including Fees due upon auto-renew under Section 6.2) by way of such payment method provided by Customer in Customer’s Account. All amounts paid under these Terms of Service are non-refundable. SEON may decide to provide refund in its sole discretion.
5.2 Trial-period. Trial-periods may be applicable as set out in the applicable Plan.
5.3 Failure to Pay, Late Payments. If, for any reason, SEON cannot collect the Fees due for whatever reason, SEON reserves the right to terminate in accordance with Section 7.1.2. Without limitation on SEON’s other rights and remedies, if Customer is overdue on any payment, and fails to pay within ten (10) business days of a notice of the overdue payment, SEON may charge a late fee.
5.4 Invoicing and Taxes. SEON will issue invoices as required in accordance with applicable laws. Customer is solely responsible for, and will pay all applicable sales, use, service, value-added, consumption or other taxes associated with any payment made to SEON.
5.5 Fee Disputes. If Customer disputes any fees or taxes, Customer must act reasonably and in good faith and cooperate diligently with SEON to resolve the fee dispute. Customer must notify SEON in writing if Customer disputes any portion of any fees paid or payable by Customer pursuant to these Terms of Service. Customer must provide that written notice to SEON within fifteen (15) days of the date SEON issued the invoice to Customer for the fees Customer intends to dispute. SEON will work together with Customer to resolve the dispute promptly. SEON shall not be required to provide access to the Services during the fee dispute.
5.6 Fee Changes. SEON may increase or decrease Fees (including the applicable calculation formula specified by the Plan) upon not less than thirty (30) days’ prior notice to Customer. The changes will become effective as indicated in the relevant notice. If Customer does not agree to pay the increased Fees, Customer may terminate these Terms of Service with immediate effect. SEON may, from time-to-time, and in its sole discretion offer temporary discounts subject to rules and requirements as determined by SEON in its sole discretion.
6.1 Subscription Term. Subscription Term, as specified in the Plan, is either (i) an indefinite period of time starting from the date the Customer accesses the Services, or (ii) a definite period of time with start date and end date.
6.2 Auto-Renew. Provided that the Subscription Term is a definite period of time, the Subscription Term will automatically extend on the last day of the then-current Subscription Term for a period equalling the then-current Subscription Term, unless these Terms of Service are terminated in accordance with Section 7.
7.1 Termination by SEON.
7.1.1 SEON may, at its option, terminate, suspend or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service, with or without cause, by giving not less than thirty (30) days’ written notice to Customer. The termination shall be effective upon the last day of the thirty-day notice period, except in case of definite Subscription Term, in which case the termination shall be effective on the last day of the Subscription Term in effect at the time of the last day of the thirty-day notice period.
7.1.2 SEON may, at its option, terminate, suspend or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service, at any time with immediate effect if:
7.1.2.1 Customer fails to pay in accordance with Section 5 any amount due to SEON; or
7.1.2.2 Customer or Authorized User breaches or in any way fails to comply with these Terms of Service, provided that, SEON may, in its sole discretion, provide notice to Customer and an opportunity to cure the breach, that SEON deems remediable, within a period of thirty (30) days of the date of the notice; or
7.1.2.3 SEON believes that Customer’s or Authorized User’s manner of using the Services is infringing or likely to infringe any laws, regulations, third party rights or the business interests of SEON; or
7.1.2.4 SEON believes that Customer’s or Authorized User’s manner of using the Services is in any way fraudulent or involves unethical activity, or threatens to implicate SEON in the foregoing.
7.1.3 SEON may suspend or limit Customer’s and Authorized User’s access to the Services and the Website for the period of the investigation at any time, with immediate effect and without liability to Customer if SEON reasonably suspects that any of the circumstances listed in Section 7.1.2 may have arisen.
7.1.4 SEON may suspend or discontinue (any part of) the Website or the Services for business and operational reasons, including for upgrades or maintenance. SEON shall use commercially reasonable efforts to provide advance notice of any material suspension or discontinuance.
7.1.5 SEON may suspend, limit or terminate Customer’s and Authorized User’s access to the Services, Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service at any time with immediate effect, upon notice to Customer if SEON cannot, on a commercially reasonable basis, provide the Website or the Services to Customer or due to technical, operational or other reasons outside of SEON’s control.
7.2 Termination by Customer.
7.2.1 Customer may terminate these Terms of Service anytime for any reason with immediate effect in writing by sending an email to info@seon.io or by any method made available by SEON on the Website.
7.2.2 If such option has been made available by SEON and in accordance with the conditions specified by SEON, Customer may terminate the then-current Plan and subscribe to another Plan. The change of the Plan shall be effective on the last day of the then-current Subscription Term, or as otherwise permitted or enabled by SEON.
7.2.3 Customer may terminate these Terms of Service in writing with immediate effect if SEON materially breaches these Terms of Service, and the breach is irremediable, or, provided that such breach is remediable, if SEON fails to remedy that breach within a period of thirty (30) days after Customer’s written notification to SEON.
7.3 Effect of termination.
7.3.1 Upon the date any termination, suspension, limitation or discontinuation under these Terms of Service become effective, the right to access and use the Services granted to the Customer will immediately cease, Customer shall immediately cease all use of and access to the Services and all Fees payable up until the date of termination shall become due.
7.3.2 SEON may dispose of any Customer Data in its possession at any point after termination of these Terms of Service.
7.3.3 SEON shall not be liable to Customer or any other third party for any damages resulting from the termination, suspension or limitation of Customer’s and Authorized User’s access to the Services and the Website, the termination or discontinuation of the Plan or (any part of) the Website and the Services, or the unilateral termination these Terms of Service, if such termination, suspension, limitation or discontinuation is in accordance with these Terms of Service.
7.4 Survival. The following sections shall survive termination: Section 1 (Introduction), Section 2 (Definitions), Section 3.2 (Ownership), Section 3.9 (Reporting Cooperation and Governmental Compliance), Section 4.1.1 and 4.1.2 (General responsibilities), Section 4.3.3 (Aggregated Data), Section 4.3.4 (Feedback), Section 4.4 (Authorized Users), Section 4.5 (Sanction Regimes), Section 5 (Payment Terms), Section 6 (Term, Automatic Renewal) Section 7 (Termination, Survival), Section 8 (Confidentiality), Section 10 (Warranty and Disclaimers), Section 11 (Limitation of Liability) and Section 12 (General Provisions).
8.1 Protection of Confidential Information. The Recipient may not use, or disclose Confidential Information to third parties unless, and to the extent authorized under these Terms of Service or by the Discloser in writing. The Recipient shall protect all Confidential Information using the same care as the Recipient applies to its own comparable Confidential Information, and in no event less than a reasonable standard of care. The Recipient may only use Confidential Information for the purposes specified in and as authorized under these Terms of Service. The Recipient shall limit access to Confidential Information to Permitted Third-Party Recipients. Recipient shall cause any such Permitted Third-Party Recipients to be obligated to confidentiality not materially less protective of the Confidential Information than those applicable to Recipient. The Recipient may disclose Confidential Information to other third parties if explicitly authorized by Discloser in writing.
8.2 Return or Destruction of Confidential Information. Subject to the provisions of these Terms of Service and applicable laws, upon request by the Discloser, the Recipient shall return or destroy Discloser’s Confidential Information. Notwithstanding the foregoing, each party may retain copies or backups in accordance with Recipient’s record retention policies, provided that such party shall continue to treat any such materials as Confidential Information in accordance with these Terms of Service for so long as the same remain in its custody, possession or control.
8.3 Exceptions. The Recipient’s confidentiality obligations under these Terms of Service shall not apply to information: (i) already known to it or accessible from open sources (OSINT sources) at the time of disclosure without restrictions on disclosure; (ii) in the public domain or publicly available other than as a result of a breach of these Terms of Service; (iii) provided to it by a third party who is under no such obligation of confidentiality; or (iv) independently developed by the Recipient without reference to the Discloser’s Confidential Information.
8.4 Compelling Disclosures. If any court, regulatory authority or legal process requires the Recipient to disclose Confidential Information, then the Recipient may make any such disclosure, provided that the Recipient will, if permitted by law, advise the Discloser promptly of any such requirement and cooperate, at the Discloser’s expense, in responding to it.
9.1 SEON Indemnities.
9.1.1 Subject to the provisions of Section 9.3, SEON shall defend, indemnify and hold Customer harmless in respect of all damages including reasonable costs (including reasonable legal fees) awarded in a final, non-appealable judicial decision arising directly from an IPR Claim which is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced.
9.1.2 If any IPR Claim is made, or in SEON’s reasonable opinion is likely to be made, against Customer, SEON may at its sole option and expense:
9.1.2.1 procure for Customer the right to continue using the Services in the manner permitted under these Terms of Service; or
9.1.2.2 modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Services; or
9.1.2.3 terminate, suspend or limit Customer’s and Authorized User’s access to the relevant portion of the Services and the Website, terminate or discontinue the relevant portion of the Website and the Services, or unilaterally terminate the Plan or these Terms of Service in accordance with of the provisions of these Terms of Service.
9.1.3 Sections 9.1.1 and 9.1.2 shall not apply to any IPR Claim which arises from:
9.1.3.1 any version of the Services or changes, modifications, updates, or enhancements made to or available through the Services other than those developed or supplied by SEON;
9.1.3.2 combination or use of the Services with any other software, program, hardware or device not developed by SEON or which is combined in a manner other than that specified by SEON, if such infringement would not have arisen but for such combination or use; or
9.1.3.3 compliance by SEON with designs, plans, instructions or specifications furnished by Customer;
9.1.3.4 where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.
9.1.4 The provisions of Section 9.1 state the entire liability of SEON to Customer in connection with an IPR Claim and shall be Customer’s sole and exclusive remedy in that regard.
9.2 Customer Indemnities. Subject to the provisions of Section 9.3, Customer shall defend, indemnify and hold harmless SEON in respect of all damages including reasonable costs (including reasonable legal fees) arising directly from a third party claim against SEON arising from Customer’s and Authorized Users’ breach of their obligations under these Terms of Service, or Customer’s and Authorized Users’ access and use of the Website and the Services (including, supplying Customer Data) in a way that infringes the rights of a third party.
9.3 Conduct of Claim.
9.3.1 The indemnifying party’s indemnity obligations for Claims under these Terms of Service are subject to the indemnified party’s compliance with the provisions of this Section 9.3.
9.3.2 The indemnified party shall not admit any liability or agree to any settlement or compromise of a Claim without the prior written consent of the indemnifying party.
9.3.3 The indemnified party shall give the indemnifying party prompt written notice of any Claim or threatened Claim and authorizes the indemnifying party to assume exclusive conduct of the Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the Claim, provided that any settlement contains no admission of liability or wrongdoing by the indemnified party, and to conduct all discussions and dispute resolution efforts in connection with the Claim) at any time from the date of receiving such notification.
9.3.4 The indemnified party shall, at the indemnifying party’s request, cost and expense, give the indemnifying party all reasonable assistance in connection with conduct of the Claim.
9.3.5 The indemnified party takes all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this Section 9.
9.4 Limitation of liability. Parties’ liability for their indemnity obligations under these Terms of Service shall be limited as set forth in Section 11 of these Terms of Service.
10.1 Warranty Disclaimers. THE WEBSITE AND THE SERVICES ARE PROVIDED “AS IS”. SEON AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE ACCESS AND USE OF THE WEBSITE AND THE SERVICES. NEITHER SEON, NOR ITS SUPPLIERS AND LICENSORS MAKE ANY WARRANTY THAT THE WEBSITE OR THE SERVICES WILL BE FREE OF ERRORS OR OMISSIONS OR THAT ACCESS THERETO WILL BE CONTINUOUS, SECURE, OR FREE FROM BUGS OR VIRUSES OR UNINTERRUPTED. CUSTOMER UNDERSTANDS THAT CUSTOMER DOWNLOADS FROM, OR OTHERWISE OBTAINS CONTENT OR SERVICES THROUGH, THE WEBSITE AT ITS OWN DISCRETION AND RISK. SEON MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION, CONTENT OR DATA RECEIVED OR ACCESSIBLE VIA THE SERVICES OR THE WEBSITE.
10.2 Third-Party Services. SEON makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any Third-Party Services, including third-party websites or any transactions completed, and any contract entered into by Customer, with any such third party providing Third-Party Services. Any contract entered into and any transaction completed via any third party providing the Third-Party Services is between Customer and the relevant third party, and not SEON. SEON recommends that Customer refers to the third party’s terms and conditions and privacy notice prior to using the relevant Third-Party Services. Customer is solely responsible for and may only use Third-Party Services at its own risk.
10.3 Beta Offerings and Evaluation Offerings. SEON makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any Beta Offerings and Evaluation Offerings.
10.4 General. SEON disclaims all warranties, guarantees and similar undertakings for the Website and the Services to the maximum extent permitted by applicable laws.
11.1 General. To the maximum extent permitted by applicable law, in no event will either party’s total liability arising out of or in any way in connection with these Terms of Service (including, indemnity obligations of the parties) or from the use of or inability to use the Services exceed the fees paid or payable by Customer to SEON for use of the Services under these Terms of Service during the twelve (12) month period prior to the cause of action (or one hundred euros (EUR 100), if Customer has not had any payment obligations).
11.2 Other. Without limitation on Section 11.1 above, SEON shall not be liable for the use, contents, effects or availability of Beta Offerings and Evaluation Offerings, Third-Party Services, or the use of the Services in contravention of these Terms of Service.
11.2.1 SEON shall not be liable for any loss or damage from Customer’s failure to comply with Customer’s security obligations set forth in these Terms of Service, including, but not limited to, the obligations set forth in Section 4.2 above.
11.2.2 SEON will not be liable for any failure to provide Services or the Website as a result of any government action that SEON reasonably believes may adversely impact its obligations under these Terms of Service, business or reputation.
11.3 Excluded. The foregoing limitations of liability shall not apply to the extent determined by a court of final jurisdiction that any of the limitations are prohibited by applicable law, such as, for instance, liability for death or personal injury, or any liability that cannot be excluded or limited by the governing law specified in Section 12.10 below.
12.1 Marketing approval. Upon explicit, prior, written approval of Customer, SEON shall have the right to indicate in its marketing materials the tradename and trademark of Customer, and the fact that Customer is a Customer of SEON, subject to Customer’s applicable tradename/trademark usage guidelines (if any). Upon explicit, prior, written approval of Customer, parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of such approval. Customer agrees to reasonably cooperate with SEON to serve as a reference account upon SEON’s request.
12.2 Independent Contractors. Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, appoint either party as the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. The sole relationship of the parties hereto is that of independent contractors.
12.3 Assignment. Customer shall not, without the prior written consent of SEON (which shall not be unreasonably withheld or delayed), assign, transfer, sublicense its rights or obligations under these Terms of Service. Any attempt by Customer to so assign, transfer or sublicense all or any of its rights or obligations under these Terms of Service without such consent shall be void.
12.4 Force Majeure. Unless otherwise stated in these Terms of Service, SEON shall not be deemed in breach of these Terms of Service and shall have no liability to Customer under these Terms of Service if it is prevented from, limited from or delayed in performing its obligations under these Terms of Service, or from carrying on its business, by or through acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SEON or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, communicable disease, epidemic or pandemic (including the consequences of the COVID-19 pandemic), compliance with any law or governmental order, rule, regulation or direction, action, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. SEON shall notify Customer of such event and its expected duration.
12.5 Notices.
12.5.1 Where these Terms of Service require SEON to provide written notice to Customer, such notice shall be sent to the billing address of Customer that SEON has on file or the email address provided for Customer’s or Authorized Users’ Accounts with “administrator” role created at the Website, or if there is no such email address, any email address that SEON has on file of Customer. Where these Terms of Service require Customer to provide notice to SEON, such notices shall be sent to SEON’s address with copy to SEON’s email address specified below:
12.5.2 The parties hereby accept e-mail correspondence as written form of communication between each other. Official notifications of the parties are accepted as in writing if they are sent by e-mail to the email address in Customer’s Account or to a @seon.io email address and the sender and the recipient of the email may by verified.
12.5.3 In case of notices and communications under these Terms of Service where these Terms of Service does not require written form, SEON shall have the right to provide notices to Customer using its standard processes for contacting its Customers by using any online channels SEON made available on the Website.
12.6 Compliance with Laws. Customer and SEON shall comply with all applicable laws, statutes, regulations.
12.7 Severability. If any court or relevant authority determines that any provision of these Terms of Service is unlawful or unenforceable, all remaining provisions will remain in full force and effect, and the provision at issue shall be deemed modified to the maximum extent permissible under law to effect its original intent. SEON shall have the right to terminate in accordance with Section 7.1 in the event of any such determination that renders a material provision of these Terms of Service unlawful or unenforceable.
12.8 Waiver. If either party fails to insist that the other party performs any of its obligations under these Terms of Service, or if either party does not enforce its rights against the other party, or if either party delays in doing so, that shall not be deemed that the party has waived its rights against the other party and that the other party does not have to comply with those obligations. If either party does waive a default by the other party, the party will only do so in writing, and that will not mean that this party has waived any later default by the other party. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise.
12.9 Headings. The section headings in these Terms of Service are for informational purposes only.
12.10 Governing Law. These Terms of Service and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), whether interpreted in a court of law or in arbitration, shall be governed and construed in accordance with the laws of Hungary, without regard to its conflict of laws provisions.
12.11 Arbitration. In the event of any dispute arising from or in connection with the present Agreement, so especially with its breach, termination, validity or interpretation, the parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration.
12.12 Amendments to these Terms of Service. Parties agree that SEON shall be entitled to unilaterally amend these Terms of Service from time-to-time and shall provide notice to Customer thereof. Such amendments to these Terms of Service shall take effect from the date Customer accepts the amendment to these Terms of Service. If Customer does not agree to an amendment to these Terms of Service, Customer shall not be entitled to access and use the Services after the receipt of the notification of such amendment. Customer may at any time terminate these Terms of Service in accordance with Section 7.2. Otherwise, any amendment to these Terms of Service shall be valid and effective in writing signed by both parties’ duly authorized representatives.
12.13 Entire Agreement. These Terms of Service, the Data Processing Agreement (if applicable), and the Data Sharing Addendum (if applicable) the Custom Agreement (if applicable) and other documents referenced herein constitute the entire and exclusive understanding and agreement between SEON and Customer in relation to the access and use of the Website and the Services and supersede and replace all prior and contemporaneous oral or written understandings or agreements between SEON and Customer regarding the access and use of the Website and the Services. In case of conflict, the order of precedence of the documents is as follows, each listed document superseding in the event of any conflicting provision in a later listed document: (i) Custom Agreement (if applicable) (ii) SEON Order (if applicable), (ii) Terms of Service. Except as expressly stated in these Terms of Service, or Custom Agreement or the SEON Order, SEON does not undertake commitments or obligations to Customer. All conflicting terms in any purchase order or other business form employed by Customer or any additional or amended terms sent to SEON at any time by Customer are hereby rejected expressly by SEON and shall be null and void ab initio. Unless otherwise provided expressly in these Terms of Service, any incidental customs which the parties have agreed to apply in their previous business relationship, practices established between the parties and customs widely known and regularly used in the given industry by parties to similar contracts shall not become part of these Terms of Service.
12.14 Other. Parties agree that these Terms of Service shall be deemed a written agreement between the parties and Customer may review the current and previous versions of these Terms of Service at [*]. These Terms of Service are available in English. SEON’s hosting provider is Amazon Web Services EMEA SARL (seat: 38, Avenue John F. Kennedy LU-1855 Luxembourg, contact: AWS | Contact Us amazon.com). Elasticsearch BV (Keizersgracht 281 Amsterdam, 1016 ED Netherlands https://www.elastic.co) is a main provider that supports the functioning of SEON’s service. These Terms of Service shall be deemed existing, valid and effective binding agreement between the parties if concluded pursuant to Section 1.1 without regard to applicable statutory provisions to the maximum extent permitted by applicable laws.
12.15 Transitional provisions. Customers that receive the Services under the previous terms of service at [*] will receive a notice of termination from SEON. These Terms of Service shall become a binding commitment between Customer (that receive the Services under the previous terms of service) and SEON on the date Customer accepts these Terms of Service via the dedicated checkbox available at the Website, provided that the notice period for terminating the previous terms of service has elapsed. In case the notice period did not elapse at the time of the Customer’s acceptance, these Terms of Service shall become a binding commitment between Customer (that receives the Services under the previous terms of service) and SEON on the day following the last day of the notice period indicated in the termination notice. Customers that receive the Services under Custom Agreement shall continue to receive the Services under the Custom Agreement. These Terms of Service shall also become a binding commitment between Customer (that receive the Services under Custom Agreement) and SEON on the date Customer ticks the dedicated checkbox implemented by SEON at the Website to accept these Terms of Service. In case of conflict between the provisions of the Custom Agreement and these Terms of Service, the Custom Agreement shall prevail. The provisions of these Terms of Service shall govern any issues in relation to the subject matter not regulated in the Custom Agreement.
1.1. This Acceptable Use Policy constitutes part of the Terms of Service or other service agreement concluded between SEON and Customer (“Agreement”). Any issues not regulated by this Acceptable Use Policy shall be governed by the provisions of the Agreement.
1.2. Customer must at all times use the Website and the Services in accordance with SEON’s acceptable use standards, including but not limited to:
1.2.1. Respecting the law. Customer may use the Website and the Services for lawful purposes only. Customer may not use the Website and the Services in any way that breaches any applicable local, national, or international laws, regulations, and codes. Customer may not use the Website and the Services in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect.
1.2.2. Respecting intellectual property. Customer may not attempt to copy, reproduce, duplicate, modify, create derivative works from or distribute all or any portion of the Website and the Services (including any functions, graphics, features, ideas). Customer may not modify the paper or digital copies of any materials of SEON or third parties the Customer has printed off or downloaded in any way, and Customer may not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Customer may not remove any ownership, authorship, or brand notices on the Website and the Services, and Customer must always indicate such authorship and brands.
1.2.3. No competitors. Customer may not access all or any part of the Website and the Services in order to build a website, a product or service which competes with the Website and/or the Services. Customer is specifically not allowed to use the Website and the Services to create a competitor or facilitate the design of any or all of a competitor service. Competitors, and any individuals or entities acting on behalf or in the guise of any Competitor, may only create an Account with the prior written consent of SEON.
1.2.4. Services Security. Customer may not interfere with, damage or disrupt any part of the Website and the Services or any software used in the provision of the Website and the Services, or any equipment or network on which the Website or the Services are stored. Customer may not attempt to gain unauthorized access or assist third parties in obtaining unauthorized access to the Website and Services, the server on which the Website or the Services are stored or any server, computer or database connected to the Website and the Services. Customer may not defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Website and the Services, the server on which the Website and the Services are stored or any server, computer or database connected to the Website and the Services. Customer must not attack the Website or the Services via brute-force attacks, a denial-of-service attack, or a distributed denial-of service attack. Customer may not attempt to undertake any security testing of the Website and the Services without the prior written consent of SEON.
1.2.5. Account security. Customer must use strong passwords that are created and maintained in compliance with the applicable industry standards and SEON’s password policy. Customer expressly agrees that SEON may refuse the creation of the Account if the chosen password does not fulfil SEON’s password policy requirements. Customer shall ensure that the Account login credentials are managed in accordance with industry-standard password management requirements.
1.2.6. No crypto-mining, or other malicious use of the Services. Customer may not attempt to use the Website and/or the Services (or any portion thereof) to undertake the mining of cryptocurrencies, or to perform any other resource intensive tasks not related to the purpose of the Services.
1.2.7. No reverse engineering. Outside the extent it is allowed by applicable laws, no one is allowed to reverse engineer, or attempt to reverse engineer decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Website and the Services.
1.2.8. No Data Harvesting. No one is allowed to collect or harvest any personal data from the Website or any Service.
1.2.9. No scraping. No one is allowed to access, search the Website and the Services by any means other than SEON’s publicly supported user interfaces (e.g. it is prohibited to access, search the Website and the Services via web scraping or web crawling). No one is allowed to access the Services through any technology or means other than as SEON may explicitly designate for this purpose.
1.2.10. No automated registration. Accounts registered via automated methods are prohibited except if expressly permitted and/or intentionally enabled by SEON.
1.2.11. No trial fraud. One Customer may not participate in more than one trial period. It is prohibited to apply for or use multiple or consecutive trial plans.
1.2.12. No spam. Customer may not use the Website and the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation.
1.2.13. No viruses. Customer may not use the Website and the Services to knowingly transmit or introduce any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs, materials or similar computer code designed to adversely affect the operation of any computer software or hardware.
1.2.14. No commercial distribution. Customer may only use the Website and the Services for internal business purposes, unless otherwise authorized by SEON in writing. Customer may not distribute any part of, or parts of the Website or the Service, including but not limited to any data or content featured on the Website, in any medium without SEON’s prior written authorization.
1.2.15. Authorized Users and third parties. Customer may not authorize, permit, enable, induce or encourage any Authorized User or any third party to perform any activities regarding the Website and the Services that are in breach of these Terms of Service.
1.2.16. No consumers. Customer may not use the Website and the Services in a consumer capacity. The Website and the Services are intended for use solely by businesses.
1.2.17. Sanctions Regimes. Customer, any individual or any legal entity (and their Affiliates, and their executive officers, employees, owners and ultimate beneficiaries), that are subject to any restrictions under the Sanctions Regimes, are expressly prohibited from accessing and using the Website and the Services.
1.1. Any terms that are not defined herein have the meaning indicated in the SEON Terms of Service.
1.2. SEON will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Central European Time (CET), with the exclusion of National Holidays of Republic of Hungary (“Support Hours”).
1.3. Customer may initiate a helpdesk ticket during Support Hours by phone call or any time by emailing to SEON’s support email address.
1.4. SEON will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
1.1. The Services shall be available 99.9%, measured monthly, excluding scheduled maintenance. During holidays and weekends the services shall be available 99.5%, measured monthly, excluding scheduled maintenance.
1.2. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance.
1.3. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation.
1.4. Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 60 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day.
1.5. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.
1.6. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred.
1.7. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
1.1 SEON Technologies Kft. (company reg. no.: 01-09-292732; registered seat: Rákóczi út 42, 1072 Budapest, Hungary; “SEON”) has entered into a SaaS agreement (the “Agreement”) with its customer (“Customer” or “Controller”) that governs the provision of the Services by SEON to Customer. Within the scope of the Agreement, SEON will process Customer Data for which Customer is the data controller and SEON is the data processor of Customer in accordance with the applicable Data Protection Legislation.
1.2 This DPA forms part of, and complements the provisions of the Agreement and regulates the processing and transferring of Customer Data in the scope specified in Appendix 1 to this DPA. Any issues not regulated by this DPA shall be governed by the provisions of the Agreement. By signing this Agreement or clicking through the click-through mechanism implemented by SEON at seon.io or by expressing its agreement otherwise, Customer agrees to this DPA and this DPA becomes a binding commitment between Customer and SEON.
1.3 The objective of this DPA is to comply with the requirements in the Data Protection Legislation for a written agreement between data controllers and data processors.
1.4 Parties state that the Standard Contractual Clauses specified in Appendix 3 shall apply to the transfer from SEON to Customer of any Customer Data (including the processing thereof) if Customer is outside the EEA and its processing does not fall within the scope of the Data Protection Legislation, whereas Clause 14 and 15 of the Standard Contractual Clauses specified in Appendix 3 shall apply to such transfer provided additionally that SEON combines Customer Data received from Customer with Customer Data collected by SEON in the EEA. Parties agree that when Standard Contractual Clauses specified in Appendix 3 apply to the processing and transfer of Customer Data, the other provisions of this DPA complement the provisions of Standard Contractual Clauses specified in Appendix 3 to the fullest extent permitted by law and by the provisions of the Standard Contractual Clauses specified in Appendix 3. Where the other provisions of the DPA contradicts the provisions of the Standard Contractual Clauses specified in Appendix 3, the Standard Contractual Clauses specified in Appendix 3 shall prevail.
2.1 The terms used in the DPA shall have the same meaning as assigned to them below and in the Data Protection Legislation, which inter alia imply that:
(a) The term “Controller’s Email Address” means any email address provided for Controller’s user accounts with “administrator” role created at seon.io pursuant to the Agreement. If Controller accesses the Services without having created an account, Controller’s Email Address means any email address that SEON has on file of Controller;
(b) The term “Documentation” means the documentation of the Services as amended from time to time and available at: User Docs Dashboard (seon.io);
(c) The term “DPA” means this data processing agreement together with its Appendices, and other documents explicitly referenced herein;
(d) The term “data controller” means anyone who alone or jointly with others determines the purposes and means of the processing of personal data;
(e) The term “data processor” means anyone who processes personal data on behalf of the data controller;
(f) The term “Data Protection Legislation” means the applicable data protection legislation. As from 25 May 2018, Regulation (EU) 2016/679 of the European Parliament 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; the “GDPR”) and such national legislation implementing the GDPR is the applicable data protection legislation;
(g) The term “data subject” means identified or identifiable natural person;
(h) The terms “European Economic Area” or “EEA” means the economic area consisting of the territory of the EU Member States and the member states of the European Free Trade Association (Iceland, Liechtenstein and Norway), excluding Switzerland.
(i) The terms “EU Member States” means then-current member states of the European Union.
(j) The term “personal data” means any information that, directly or indirectly, can identify a living natural person;
(k) The term “Customer Data” means personal data that is processed by SEON on behalf of Customer;
(l) The term “Personal Data Breach” means breach of data security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed, as defined by GDPR;
(m) The term “processing” means any operation or set of operations performed with regard to personal data, whether or not performed by automated means, for example collection, recording, organisation, storage, adaptation or alteration, retrieval, gathering, use, disclosure by transmission, dissemination or otherwise making information available, alignment or combination, restriction, erasure or destruction;
(n) The term “Services” mean SEON’s fraud prevention services as provided from time to time;
(o) The term Standard Contractual Clauses means the standard agreement for Customer Data transfers (as defined in Data Protection Legislation) concluded between a data exporter and a data importer that fulfils the requirements of Article 46 GDPR, in particular the standard agreement as adopted by the European Commission by any of the following instruments:
as applicable to the situation at hand, provided that the referenced standard agreement may be deemed to provide appropriate safeguards within the meaning of Article 46(1) of GDPR pursuant to Article 4 of Commission Implementing Decision (EU) 2021/914.
(p) The term “sub-processor” means a processor that is engaged by SEON. The sub-processor processes Customer Data on behalf of Controller in accordance with the sub-processor’s obligation to provide its services to SEON;
3.1 SEON undertakes:
(a) to process and transfer Customer Data in accordance with the Data Protection Legislation, the Agreement and as further documented in any other written instructions given by Controller and acknowledged by SEON as constituting instructions for purposes of this DPA;
(b) to inform Controller prior to processing that SEON is required by laws of the European Union or EU Member States, to which SEON is subject, to process Customer Data, provided that SEON is not prohibited to give such information on important grounds of public interest;
(c) to immediately inform Controller if, in its opinion, an instruction of Controller infringes applicable Data Protection Legislation. SEON will be under no obligation to follow such instruction, until the matter is resolved in good-faith between the parties;
(d) to keep Customer Data confidential and ensure that persons authorised to process Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(e) to implement all appropriate technical and organisational measures necessary in order to ensure a level of security, as required pursuant to the Data Protection Legislation, and necessary in order for SEON to comply with the security requirements set out in Appendix 1 of the DPA. SEON shall notify Controller about changes in the applied technical and organizational security measures that significantly affect the security of the processing of Customer Data;
(f) to assist Controller in the fulfilment of Controller’s obligation to respond to and to fulfil requests from data subjects exercising their rights laid down in the Data Protection Legislation taking into account the nature of the processing, by implementing appropriate technical and organisational measures, insofar as this is possible. SEON shall notify Controller in case of receiving a request to exercise the data subjects’ rights under the Data Protection Legislation without undue delay after receiving such request, and SEON should reasonably cooperate with Controller in addressing such request. Unless Controller otherwise instructs SEON, the notification of such request shall be sent to Controller’s Email Address. If Controller provided more than one Controller’s Email Address, notification sent to at least one of Controller’s Email Address shall be sufficient to comply with this section. SEON is not responsible or liable for responding to the data subject;
(g) to assist Controller in the implementation of appropriate technical and organisational measures, the notification of a Personal Data Breach to data protection supervisory authorities and affected data subjects, preparation of data protection impact assessments and prior consultation with data protection supervisory authorities. SEON shall make available to Controller all information necessary to demonstrate compliance with applicable Data Protection Legislation, to the extent Controller does not otherwise have access to the relevant information, and that such information is available to SEON. Except for negligible costs, SEON reserves the right to claim the reimbursement of costs and expenses incurred by SEON in connection with the provision of assistance to Controller under this DPA;
(h) to inform and consult with Controller without undue delay in the event that a data protection supervisory authority initiates or takes any action in relation to SEON with regard to the processing of Customer Data; and
(i) to process Customer Data only until the purposes of the processing for which the data was collected have been fulfilled, but in any case, at the latest until 1 year starting from the completion of the query to which Customer Data relate. Upon the expiration of this period, SEON shall delete or anonymize Customer Data, unless it follows from the requirements of European Union law or EU Member State law that SEON is required to store Customer Data for a longer period or unless Controller has instructed SEON otherwise.
4.1 SEON shall facilitate and participate in audits, including inspections, carried out by Controller or by a third party authorised by Controller. If Controller uses a third party to carry out the audit that third party shall be a well-regarded international service provider that is not a competitor of SEON. Controller and third party authorised by Controller shall undertake confidentiality in relation to SEON’s confidential information prior to the audit. The details of the audits are subject to the prior approval of SEON. Controller shall carry out the audits at its own costs.
4.2 SEON may satisfy the audit obligation under this section by providing Customer with attestations, certifications and summaries of audit reports conducted by third party auditors.
5.1 Controller provides a general authorization to SEON to engage or replace a sub-processor for the performance of its duties and responsibilities under this DPA in accordance with the provisions of this section.
5.2 The list of current sub-processors is attached as Appendix 2 to this DPA. Controller hereby provides written authorization to use sub-processors listed in Appendix 2.
5.3 SEON will update Appendix 2 regularly. Controller may object to any new sub-processors within 14 days starting from the then-current update of Appendix 2. Any objection made by Controller regarding the use of any sub-processors has to be reasonable. SEON will within its discretion make all reasonable efforts necessary to accommodate the requests of Controller. If it is commercially reasonable SEON will review the possibility of finding another, equivalent sub-processor.
5.4 SEON and the sub-processor shall enter into a written data processing agreement that imposes substantively equivalent obligations on the sub-processor as those specified in this DPA and SEON shall ensure that the sub-processor provide appropriate level of protection for Customer Data as required by the Data Protection Legislation.
5.5 Controller authorizes SEON to engage sub-processors which process Customer Data in a country outside the European Economic Area. Provided that the European Commission has not determined, in accordance with the Data Protection Legislation, that such country ensures an adequate level of protection to the processing of Customer Data, SEON undertakes to provide appropriate safeguards when transferring Customer Data to such sub-processors, in particular, to conclude Standard Contractual Clauses and to take all necessary steps to ensure that the transfer is lawful under the Data Protection Legislation.
6.1 Controller acknowledges that carrying out real-time queries from public databases and collecting publicly available information from social media providers constitutes an inherent part of certain functionalities of the Services. Controller acknowledges and authorizes SEON to use public database providers (in particular, DNSBL providers, data breach database providers), and social media providers established within or outside the EEA to carry out queries on the basis of Customer Data and collect publicly available personal data to be able to provide the Services to Controller. Parties agree that in their assessment public database providers and social media providers shall be considered data controllers or third parties under the Data Protection Legislation.
7.1 If SEON becomes aware of any Personal Data Breach, SEON shall notify Controller without undue delay and shall fully cooperate in order to reasonably remedy the issue. The notification shall include all available significant information on the circumstances of the Personal Data Breach.
7.2 The notification on Personal Data Breach shall be sent to Controller’s Email Address. If Controller provided more than one Controller’s Email Address, notification sent to at least one of Controller’s Email Address shall be sufficient to comply with this section.
7.3 SEON is not responsible or liable for notifying to any data protection supervisory authorities or inform data subjects about Personal Data Breach.
8.1 Controller shall have sole responsibility for the accuracy, quality, and legality of Customer Data, the means by which Controller acquired Customer Data and for all other obligations imposed on Controller by Data Protection Legislation.
8.2 Taking into account the nature, scope, context and purposes of processing as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons, Controller shall implement appropriate technical and organisational measures to ensure and to be able to demonstrate that processing is performed in accordance with the Data Protection Legislation. Those measures shall be reviewed and updated where necessary. Where proportionate in relation to the processing, the above measures shall include the implementation of appropriate data protection policies by Controller.
8.3 Controller shall inform the data subjects in accordance with Article 13-14 of the GDPR.
8.4 Controller shall secure all necessary permissions, authorizations and consents for processing Customer Data and ensure that the processing of Customer Data is based on a valid legal basis provided in the Data Protection Legislation.
8.5 Controller shall comply with the above Section 8.1-8.4 only if Controller falls within the scope of the Data Protection Legislation.
9.1 Subject to the Section 9.2, neither party shall be responsible or liable under this DPA to the other party:
(a) for any indirect, exemplary, incidental, punitive, special or consequential damages; or
(b) for any amounts that exceed the fees actually paid or payable by Controller to SEON under the Agreement in the twelve (12) months prior to the act that gave rise to the relevant claim.
9.2 The limitation of liability provisions of the Agreement shall prevail over Section 9.1, and shall be applied mutatis mutandis in the context of this DPA.
9.3 Subject to Section 9.2 and 1, the responsibility and the liability of the parties shall be regulated by the applicable laws, in particular the Data Protection Legislation and the applicable civil law provisions.
10.1 The DPA is effective from the date SEON starts processing Customer Data and for as long as SEON processes Customer Data.
10.2 Parties may terminate this DPA anytime for any reason by providing thirty (30) days’ notice to the other party. Controller acknowledges that SEON will be under no obligation to provide the Services, until a Data Protection Legislation compliant data processing agreement is concluded between the parties.
10.3 Within thirty (30) days from the expiration of the Agreement or the receipt of the notice of termination, SEON shall delete (or anonymize) or, based on Controller’s instruction, return to Controller all Customer Data, and delete (or anonymize) existing copies unless the storage of Customer Data is required pursuant to European Union law or EU Member State’s law.
10.4 All provisions of this DPA that are expressly or consequently intended to be fulfilled or remain in force following the termination of this DPA shall fully remain in force following the termination of this DPA, in particular, Section 2 (Definitions), Section 8 (Responsibilities of Controller), Section 9 (Limitation of Liability), Section 10 (Term, Termination), Section 11 (Miscellaneous).
11.1 Governing Law and Dispute Resolution. This DPA shall be governed by and construed in accordance with the laws of Hungary and the courts of Hungary shall have jurisdiction over any dispute, or claim arising out of, or in connection with this DPA, including its formation. Disputes regarding interpretation and application of this DPA shall be settled in accordance with the provisions in the Agreement regarding dispute resolution. .
11.2 Amendments. This DPA shall be amended in accordance with the Agreement’s provisions on amendments.
11.3 Severability. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either: (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible; (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
11.4 Entire Agreement. This DPA, together with its Appendixes supersedes and repeals all current or prior oral or written undertakings, covenants, agreements or communications, in particular all current or prior data processing agreements between Controller and SEON with respect to the subject matter of this DPA.
1. THE SUBJECT MATTER OF THE PROCESSING
Providing the Services of SEON.
2. THE NATURE AND PURPOSE OF THE PROCESSING
Fraud prevention by carrying out the processing as described in the Documentation (excluding flag and history function related processing) and IT support, debugging the Services.
3. CATEGORIES OF DATA SUBJECTS
The users of the services of Controller.
4. CATEGORIES OF PERSONAL DATA
As described in the Documentation.
5. DURATION OF PROCESSING
SEON will process Customer Data relating to the query until 1 year starting from the completion of a query, unless Controller instructs SEON otherwise.
6. TECHNICAL AND ORGANISATIONAL SECURITY MEASURES
SEON implements all technical and organisational security measures required by ISO27001 standard.
ISO / IEC 27001:2013 Control | Applicability? | Related Documents and Explanations | |
A.5.1.1 | Policies for information security | Yes | ISMS_PL_08_Information Security Policy |
A.5.1.2 | Review of the policies for information security | Yes | ISMS_PR_02_Document and Data Control Procedure |
A.6.1.1 | Information security roles and responsibilities | Yes | ISMS_GOV_06_Information Security and Data Protection Governance Regulations |
A.6.1.2 | Segregation of duties | Yes | ISMS_GL_03_Security Roles and Responsibilities Guideline |
A.6.1.3 | Contact with authorities | Yes | ISMS_PL_08_Information Security Policy |
A.6.1.4 | Contact with special interest groups | Yes | ISMS_PL_08_Information Security Policy |
A.6.1.5 | Information security in project management | Yes | ISMS_PL_08_Information Security Policy |
A.6.2.1 | Mobile device policy | Yes | ISMS_PL_05_Cyber Security Policy |
A.6.2.2 | Teleworking | Yes | ISMS_PL_05_Cyber Security Policy |
A.7.1.1 | Screening | Yes | ISMS_PL_06_Human Resources Security Policy |
A.7.1.2 | Terms and conditions of employment | Yes | ISMS_PL_06_Human Resources Security Policy |
A.7.2.1 | Management responsibilities | Yes | ISMS_GL_03_Security Roles and Responsibilities Guideline |
A.7.2.2 | Information security awareness, education and training | Yes | ISMS_PL_08_Information Security Policy |
A.7.2.3 | Disciplinary process | Yes | ISMS_PL_06_Human Resources Security Policy |
A.7.3.1 | Termination or change of employment responsibilities | Yes | ISMS_PL_06_Human Resources Security Policy |
A.8.1.1 | Inventory of assets | Yes | ISMS_PR_03_Information Asset Inventory and Risk Assessment Procedure |
A.8.1.2 | Ownership of assets | Yes | ISMS_PR_03_Information Asset Inventory and Risk Assessment Procedure |
A.8.1.3 | Acceptable use of Assets | Yes | ISMS_PL_01_Acceptable Use Policy |
A.8.1.4 | Return of assets | Yes | ISMS_PL_06_Human Resources Security Policy |
A.8.2.1 | Classification of information | Yes | ISMS_PR_04_Information Classification and Labeling Procedure |
A.8.2.2 | Labeling of information | Yes | ISMS_PR_04_Information Classification and Labeling Procedure |
A.8.2.3 | Handling of assets | Yes | ISMS_PR_05_Information Media Handling Procedure |
A.8.3.1 | Management of removable media | Yes | ISMS_PR_05_Information Media Handling Procedure |
A.8.3.2 | Disposal of media | Yes | ISMS_PR_05_Information Media Handling Procedure |
A.8.3.3 | Physical media transfer | Yes | ISMS_PR_05_Information Media Handling Procedure |
A.9.1.1 | Access control policy | Yes | ISMS_PL_02_Access Control Policy |
A.9.1.2 | Access to networks and network services | Yes | ISMS_PL_02_Access Control Policy |
A.9.2.1 | User registration and de-registration | Yes | ISMS_PL_02_Access Control Policy |
A.9.2.2 | User access provisioning | Yes | ISMS_PL_02_Access Control Policy |
A.9.2.3 | Management of privileged access rights | Yes | ISMS_PL_02_Access Control Policy |
A.9.2.4 | Management of secret authentication information of users | Yes | ISMS_PL_02_Access Control Policy |
A.9.2.5 | Review of user access rights | Yes | ISMS_PR_01_Annual Information Security Review Procedure |
A.9.2.6 | Removal or adjustment of access rights | Yes | ISMS_PL_02_Access Control Policy |
A.9.3.1 | Use of secret authentication information | Yes | ISMS_PL_02_Access Control Policy |
A.9.4.1 | Information access restriction | Yes | ISMS_PL_02_Access Control Policy |
A.9.4.2 | Secure log-on procedures | Yes | ISMS_PL_02_Access Control Policy |
A.9.4.3 | Password management system | Yes | ISMS_GL_01_IT Security Controls Guideline |
A.9.4.4 | Use of privileged utility programs | Yes | ISMS_PL_02_Access Control Policy |
A.9.4.5 | Access control to program source code | Yes | ISMS_PL_02_Access Control Policy |
A.10.1.1 | Policy on the use of cryptographic controls | Yes | ISMS_PL_05_Cyber Security Policy |
A.10.1.2 | Key management | Yes | ISMS_PL_05_Cyber Security Policy |
A.11.1.1 | Physical security perimeter | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.1.2 | Physical entry controls | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.1.3 | Securing offices, rooms and facilities | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.1.4 | Protecting against external and environmental threats | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.1.5 | Working in secure areas | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.1.6 | Delivery and loading areas | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.2.1 | Equipment siting and protection | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.2.2 | Supporting utilities | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.2.3 | Cabling security | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.2.4 | Equipment maintenance | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.2.5 | Removal of assets | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.2.6 | Security of equipment and assets | Yes | ISMS_PL_10_Physical and Environmental Security Policy |
A.11.2.7 | Secure disposal or reuse of equipment | Yes | ISMS_PR_05_Information Media Handling Procedure |
A.11.2.8 | Unattended user equipment | Yes | ISMS_PL_05_Cyber Security Policy |
A.11.2.9 | Clear desk and clear screen policy | Yes | ISMS_PL_04_Clear Desk and Clear Screen Policy |
A.12.1.1 | Documented operating procedures | Yes | ISMS_PL_08_Information Security Policy |
A.12.1.2 | Change management | Yes | ISMS_PL_03_Change Management Policy |
A.12.1.3 | Capacity management | Yes | ISMS_PL_08_Information Security Policy |
A.12.1.4 | Separation of development, testing and operational environments | Yes | ISMS_PL_08_Information Security Policy |
A.12.2.1 | Controls against malware | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.3.1 | Information backup | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.4.1 | Event logging | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.4.2 | Protection of log information | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.4.3 | Administrator and operator logs | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.4.4 | Clock synchronization | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.5.1 | Installation of software on operational systems | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.6.1 | Management of technical vulnerabilities | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.6.2 | Restrictions on software installation | Yes | ISMS_PL_05_Cyber Security Policy |
A.12.7.1 | Information systems audit controls | Yes | ISMS_PL_05_Cyber Security Policy |
A.13.1.1 | Network controls | Yes | ISMS_PL_05_Cyber Security Policy |
A.13.1.2 | Security of network services | Yes | ISMS_PL_05_Cyber Security Policy |
A.13.1.3 | Segregation in networks | Yes | ISMS_PL_05_Cyber Security Policy |
A.13.2.1 | Information transfer policies and procedures | Yes | ISMS_PL_05_Cyber Security Policy |
A.13.2.2 | Agreements on information transfer | Yes | ISMS_PL_05_Cyber Security Policy |
A.13.2.3 | Electronic messaging | Yes | ISMS_PL_05_Cyber Security Policy |
A.13.2.4 | Confidentiality or nondisclosure agreements | Yes | ISMS_PL_08_Information Security Policy |
A.14.1.1 | Information security requirements analysis and specification | Yes | ISMS_PL_08_Information Security Policy |
A.14.1.2 | Securing application services on public networks | Yes | ISMS_PL_05_Cyber Security Policy |
A.14.1.3 | Protecting application services transactions | Yes | ISMS_PL_05_Cyber Security Policy |
A.14.2.1 | Secure development policy | Yes | ISMS_GL_02_Secure Development Guideline |
A.14.2.2 | System change control procedures | Yes | ISMS_PL_03_Change Management Policy |
A.14.2.3 | Technical review of applications after operating platform | Yes | ISMS_PL_03_Change Management Policy |
A.14.2.4 | Restrictions on changes to software packages | Yes | ISMS_PL_03_Change Management Policy |
A.14.2.5 | Secure system engineering principles | Yes | ISMS_GL_02_Secure Development Guideline |
A.14.2.6 | Secure development environment | Yes | ISMS_GL_02_Secure Development Guideline |
A.14.2.7 | Outsourced development | Yes | ISMS_GL_02_Secure Development Guideline |
A.14.2.8 | System security testing | Yes | ISMS_GL_02_Secure Development Guideline |
A.14.2.9 | System acceptance testing | Yes | ISMS_GL_02_Secure Development Guideline |
A.14.3.1 | Protection of test data | Yes | ISMS_GL_02_Secure Development Guideline |
A.15.1.1 | Information security policy for supplier relationships | Yes | ISMS_GL_04_Third Parties Security Principles Guideline |
A.15.1.2 | Addressing security within supplier agreements | Yes | ISMS_GL_04_Third Parties Security Principles Guideline |
A.15.1.3 | Information and communication technology supply chain | Yes | ISMS_GL_04_Third Parties Security Principles Guideline |
A.15.2.1 | Monitoring and review of supplier services | Yes | ISMS_GL_04_Third Parties Security Principles Guideline |
A.15.2.2 | Managing changes to supplier services | Yes | ISMS_GL_04_Third Parties Security Principles Guideline |
A.16.1.1 | Responsibilities and procedures | Yes | ISMS_PL_09_Information Security Incident Management Policy |
A.16.1.2 | Reporting information security events | Yes | ISMS_PL_09_Information Security Incident Management Policy |
A.16.1.3 | Reporting information security weaknesses | Yes | ISMS_PL_09_Information Security Incident Management Policy |
A.16.1.4 | Assessment of and decision on information security events | Yes | ISMS_PL_09_Information Security Incident Management Policy |
A.16.1.5 | Response to information security incidents | Yes | ISMS_PL_09_Information Security Incident Management Policy |
A.16.1.6 | Learning from information security incidents | Yes | ISMS_PL_09_Information Security Incident Management Policy |
A.16.1.7 | Collection of evidence | Yes | ISMS_PL_09_Information Security Incident Management Policy |
A.17.1.1 | Planning information security continuity | Yes | ISMS_PL_08_Information Security Policy |
A.17.1.2 | Implementing information security continuity | Yes | ISMS_PL_08_Information Security Policy |
A.17.1.3 | Verify, review and evaluate information security continuity | Yes | ISMS_PL_08_Information Security Policy |
A.17.2.1 | Availability of information processing facilities | Yes | ISMS_PL_08_Information Security Policy |
A.18.1.1 | Identification of applicable legislation and contractual requirements | Yes | ISMS_PL_08_Information Security Policy |
A.18.1.2 | Intellectual property rights | Yes | ISMS_PL_08_Information Security Policy |
A.18.1.3 | Protection of records | Yes | ISMS_PL_08_Information Security Policy |
A.18.1.4 | Privacy and protection of personally identifiable information | Yes | DP_PL_01_Data Protection Policy |
A.18.1.5 | Regulation of cryptographic controls | Yes | ISMS_PL_05_Cyber Security Policy |
A.18.2.1 | Independent review of information security | Yes | ISMS_PR_01_Annual Information Security Review Procedure |
A.18.2.2 | Compliance with security policies and standards | Yes | ISMS_PR_01_Annual Information Security Review Procedure |
A.18.2.3 | Technical compliance review | Yes | ISMS_PR_01_Annual Information Security Review Procedure |
Service provider | Description of the service the sub-processor is providing | Server location | Safeguards implemented for data transfer outside the EEA |
AWS | hosting and computing | Ireland | Standard Contractual Clauses, if needed |
Elasticsearch B.V. | Hosting and computing | Ireland | Standard Contractual Clauses, if needed |
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in ANNEX I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in ANNEX I.A. (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in ANNEX I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Clause 8.1 (b) and Clause 8.3(b);
(iii) [Not applicable in case of processor to controller relationships];
(iv) [Not applicable in case of processor to controller relationships];
(v) [Not applicable in case of processor to controller relationships];
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in ANNEX I.B.
Docking clause
[optional clause omitted]Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller.
(b) The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.
(c) The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.
(d) After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.
8.2 Security of processing
(a) The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.
(b) The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.
(c) The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
8.3 Documentation and compliance
(a) The Parties shall be able to demonstrate compliance with these Clauses.
(b) The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.
[Not applicable in case of processor to controller relationships.]
Data subject rights
The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.
Supervision
[Not applicable in case of processor to controller relationships.]Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary, with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Governing law
These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Hungary.
Choice of forum and jurisdiction
Any dispute arising from these Clauses shall be resolved by the courts of Hungary.
Data exporter(s):
Name: SEON Technologies Kft.
Address: Rákóczi út 42, 1072 Budapest, Hungary
Contact person’s name, position and contact details: dpo@seon.io.
Activities relevant to the data transferred under these Clauses: As defined by Appendix 1 of the DPA.
Signature and date: Pursuant to Section 1.2 of the DPA.
Role (controller/processor): Processor.
Data importer(s):
Controller, as defined by the DPA.
Contact person’s name, position and contact details: Controller’s Email Address as defined by the DPA.
Activities relevant to the data transferred under these Clauses: As defined by Appendix 1 of the DPA.
Signature and date: Pursuant to Section 1.2 of the DPA.
Role (controller/processor): Controller.
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred: As specified under Section 3 of Appendix 1 of the DPA.
Categories of personal data transferred: As specified under Section 4 of Appendix 1 of the DPA.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: Not applicable.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Data is transferred on a continuous basis.
Nature of the processing: As specified under Section 2 of Appendix 1 of the DPA.
Purpose(s) of the data transfer and further processing: As specified under Section 2 of Appendix 1 of the DPA.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: As specified under Section 5 of Appendix 1 of the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: N/A.
FOR USING THE HISTORY AND FLAG FUNCTIONALITIES
INTRODUCTION
1.1 SEON Technologies Kft. (company reg. no.: 01-09-292732; registered seat: Rákóczi út 42, 1072 Budapest, Hungary; “SEON”) have entered into a service agreement (the “Agreement”) with its customer (“Customer”, SEON and Customer are referred to as “Parties”) that govern the provision of the Services provided by SEON to Customer.
1.2 As part of the Services, SEON provides Customer with History Functionality and Flag Functionality (as defined below). With regards to these functionalities, SEON will process Functionality Data (as defined below) as Data Controller as regulated by this Data Sharing Addendum. This Data Sharing Addendum forms part of, and complements the provisions of the Agreement. Any issues not regulated by this Data Sharing Addendum shall be governed by the provisions of the Agreement.
1.3. By clicking through the click-through mechanism implemented by SEON at seon.io or by expressing its agreement otherwise, Customer agrees to this Data Sharing Addendum and this Data Sharing Addendum becomes a binding commitment between Customer and SEON.
DEFINITIONS
2.1 “Customer’s Email Address” means any email address provided for Customer’s or Authorized Users’ accounts with “administrator” role created at seon.io pursuant to the Agreement. If Customer or its Authorized Users accesses the Services without having created an account, Customer’s Email Address means any email address that SEON has on file of Customer.
2.2 “Data Controller” means data controller as defined by GDPR;
2.3 “Documentation” means the documentation of the Services as amended from time to time and available at: User Docs Dashboard (seon.io);
2.4 “End-users” mean natural persons using the services of Customer in the context of which SEON’s Services were deployed at Customer;
2.5 “History Functionality” means the functionality of the Service whereby SEON provides Customer with information on how many times an email address, IP address or phone number was checked in SEON’s system, and when was it checked last time;
2.6 “Information Notice” means the privacy notice.
2.7 “Flag Functionality” means the functionality of the Service whereby SEON provides Customer with information on whether an email address, phone number, IP address, or browser has been flagged as fraudulent in SEON’s system;
2.8 “Functionality Data” means Personal Data processed (including the maintenance of the database) by SEON in relation to History Functionality and Flag Functionality, as described by the Documentation;
2.9 “Services” mean the services that SEON directly offers from time to time through seon.io, including the use of seon.io;
2.10 “Personal Data” means personal data as defined by GDPR;
2.11 “Data Protection Legislation” means Regulation (EU) 2016/679 of the European Parliament 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; the “GDPR”) and such national legislation implementing the GDPR;
2.12 “Standard Contractual Clauses” mean the standard agreement for Functionality Data transfers (as defined in Data Protection Legislation) concluded between a data exporter and a data importer that fulfills the requirements of Article 46 GDPR, in particular, the standard agreement as adopted by the European Commission via Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council and as incorporated in Annex 1 to this Data Sharing Addendum.
3.1 Role of the parties. SEON and Customer state that they both act as independent Data Controller with regards to Functionality Data. SEON and Customer are solely responsible for compliance with the obligations imposed on each of them by the Data Protection Legislation with regards to each of their processing of the Functionality Data.
3.2 Cooperation. Customer shall provide reasonable cooperation and assistance to SEON to allow SEON to comply with its obligations as a Data Controller in respect of Functionality Data under the Data Protection Legislation.
3.3 Customer’s obligation to notify End-users. Prior to accessing and using History Functionality and Flag Functionality, Customer shall provide the Information Notice, or a materially equivalent notice to its End-users in a transparent, easily accessible manner, compliant with Data Protection Legislation that appropriately fulfils both SEON’s and Customer’s obligations to inform End-users about the processing of Functionality Data by SEON under the Data Protection Legislation.
3.4 Requests by End-users. Customer shall forward to SEON all requests of End-users for exercising the data subject’s rights laid down in the Data Protection Legislation provided that such requests concern SEON’s processing of Functionality Data.
3.5 Application of SCCs. Parties state that the Standard Contractual Clauses shall apply to the transfer from SEON to Customer of any Functionality Data (including the processing thereof) if Customer is outside the EEA and its processing does not fall within the scope of the Data Protection Legislation. Parties agree that when Standard Contractual Clauses apply to the processing and transfer of Functionality Data, the other provisions of this Data Sharing Addendum complement the provisions of Standard Contractual Clauses to the fullest extent permitted by law and by the provisions of the Standard Contractual Clauses. Where the other provisions of the Data Sharing Addendum contradict the provisions of the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
Annex 1 of the Data Sharing Addendum
CONTROLLER TO CONTROLLER STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1 – Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2 – Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or adding other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3 – Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii). Clause 8 – Clause 8.5 (e) and Clause 8.9(b);
(iii) Clause 12 – Clause 12(a) and (d);
(iv) Clause 13;
(v) Clause 15.1(c), (d) and (e);
(vi) Clause 16(e);
(vii) Clause 18 – Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4 – Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5 – Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6 – Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7 – Docking clause
[optional clause omitted]
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8 – Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organizational measures, to satisfy its obligations under these Clauses.
8.1 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:
(i) where it has obtained the data subject’s prior consent;
(ii) where necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iii) where necessary in order to protect the vital interests of the data subject or of another natural person.
8.2 Transparency
(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:
(i) of its identity and contact details;
(ii) of the categories of personal data processed;
(iii) of the right to obtain a copy of these Clauses;
(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.
(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.
(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.
(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.3 Accuracy and data minimization
(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.
(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.
(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.
8.4 Storage limitation
The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation[1] of the data and all back-ups at the end of the retention period.
8.5 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.
(b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.
(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.
(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.
(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.
8.6 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.
8.7 Onward transfers
The data importer shall not disclose the personal data to a third party located outside the European Union[2] (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:
(i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;
(iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;
(iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;
(v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or
(vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.8 Processing under the authority of the data importer
The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.
8.9 Documentation and compliance
(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.
(b) The data importer shall make such documentation available to the competent supervisory authority on request.
Clause 9 – Use of sub-processors
[Not applicable in case of controller to controller relationships.]
Clause 10 – Data subject rights
(a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request.[3] The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.
(b) In particular, upon request by the data subject the data importer shall, free of charge:
(i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);
(ii) rectify inaccurate or incomplete data concerning the data subject;
(iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.
(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.
(d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorized to do so under the laws of the country of destination, provided that such laws lay down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:
(i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved;
(ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.
(e) Where requests from a data subject are excessive, in particular, because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.
(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.
(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.
Clause 11 – Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorized to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12 – Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.
Clause 13 – Supervision
(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to inquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY
PUBLIC AUTHORITIES
Clause 14 – Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorizing access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organizational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15 – Obligations of the data importer in case of access by public authorities
15.1 Notification
(a). The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them at the request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimization
(a) The data importer agrees to review the legality of the request for disclosure, in particular, whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16 – Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17 – Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Hungary.
Clause 18 – Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Hungary.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX
ANNEX I.A – LIST OF PARTIES
Data exporter(s):
Name: SEON Technologies Kft.
Address: Rákóczi út 42, 1072 Budapest, Hungary
Contact person’s name, position, and contact details: dpo@seon.io
Activities relevant to the data transferred under these Clauses: Providing History Functionality and Flag Functionality (as defined by the Data Sharing Addendum) to Customer.
Signature and date: As under the Data Sharing Addendum.
Role (controller/processor): Controller
Data importer(s):
Customer, as defined by the Data Sharing Addendum.
Contact person’s name, position, and contact details: Customer’s Email Address as defined by the Data Sharing Addendum.
Activities relevant to the data transferred under these Clauses: Receiving History Functionality and Flag Functionality (as defined by the Data Sharing Addendum) from SEON.
Signature and date:As under the Data Sharing Addendum.
Role (controller/processor): Controller.
ANNEX I.B – DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred: End-users (as defined by the Data Sharing Addendum).
Categories of personal data transferred: Functionality Data (as described by the Documentation).
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitations, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: Not applicable.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Data is transferred on a continuous basis.
Nature of the processing: Providing the History Functionality and Flag Functionality to Customer (as described in the Documentation).
Purpose(s) of the data transfer and further processing: Enhancing fraud prevention services by identifying previously queried data points.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: 5 years after the completion of the query.
For transfers to (sub-) processors, also specify the subject matter, nature and duration of the processing: Not applicable.
ANNEX I.C – COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13: The supervisory authority competent pursuant to the single EU establishment of SEON, i.e. the Hungarian data protection supervisory authority (Hungarian National Authority for Data Protection and Freedom of Information, https://naih.hu/).
ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Customer undertakes to provide materially the level of security measures as implemented by SEON: https://drive.google.com/file/d/1DJVFa8pyMS2uvUUmrN0hlnl8naKwHxdv/view?usp=sharing
For transfers to (sub-) processors, also describe the specific technical and organizational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter: Not applicable.
[1] This requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone, in line with recital 26 of Regulation (EU) 2016/679, and that this process is irreversible.
[2] The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
[3] That period may be extended by a maximum of two more months, to the extent necessary taking into account the complexity and number of requests. The data importer shall duly and promptly inform the data subject of any such extension.
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