- These Terms and Conditions (including the attached Addenda; “Terms and Conditions”) apply to the access to and use of Stream software solution (“Service”) owned, operated and made available by Stream Software Licensing B.V., a private company with limited liability, incorporated and existing under Dutch law, having its registered office at Blaak 34, 3011 TA Rotterdam, the Netherlands, registered with the trade register of the chamber of commerce under number 80122000, (hereinafter: “Stream”).When you fill-in our online form to contact our sales team, we collect your full name, work email, country, and anything else you tell us about your project, needs and timeline.
- These Terms and Conditions together with the (online) order form (hereinafter: “Order Form”) signed or otherwise accepted by you form the agreement between you, whether an individual user or a business entity, the customer (hereinafter “Customer”,” or “you”) and Stream.
- These Terms and Conditions also apply to the use of the Service by third parties (e.g. end users, employees) appointed or under control by or under contract with Customer and Customer shall be responsible for compliance with these Terms and Conditions by such third parties. Customer shall defend, indemnify and hold Stream harmless from and against any and all losses, expenses, damages, and liabilities arising directly or indirectly in respect of non-compliance with this clause 1.3 and use of the Service by third parties.
- Please read these Terms and Conditions carefully before accepting the Terms and Conditions and the Order Form for your subscription for accessing and using the Service. You indicate your acceptance of and you agree to be bound by these Terms and Conditions by completing the Order Form for your subscription for accessing and using the Service. If you do not accept or agree to these Terms and Conditions, do not place an order for accessing and using the Service. If you are accepting these Terms and Conditions on behalf of any corporation, partnership or other entity, you represent and warrant that you are authorized to legally bind such entity to these Terms and Conditions.
2. Access to and use of the Service
- Subject to Customer’s compliance with these Terms and Conditions and Customer’s timely payment of the applicable fees as specified in the Order Form (“Fees”), Stream hereby grants to Customer a non-exclusive, non-transferable right to access and use the Service for the maximum number of users and for the term as specified at the Order Form (“License”) and for the sole purpose of supporting the processing of United States State tax notices that you receive in relation to your investments and operations in the United States (the “Permitted Purpose”).
- If Customer has been granted access to the Service for trial and evaluation purposes (“Trial License”), use of the Service is only permitted in a non-production environment and for the limited evaluation of 30 days period starting from the date of ordering the Trial License. At the end of the evaluation period, your Trial Licence for the Service is automatically terminated. Trial Licenses are provided “as-is” without indemnification, maintenance and support, or warranty of any kind, expressed or implied.
- Customer is not entitled to (a) rent, lend, lease, assign, sub-license, allow access to, resell, redistribute or otherwise make available, alter, modify or translate the Service or any copy of it in any form to any third party nor create any derivative works from it; (b) remove from or change in the Service any designation concerning copyrights, trademarks or other intellectual property rights, including any indications concerning the confidential nature of the Service (c) decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of code of the Service (d) access or use the Service to operate a services bureau or to provide hosting services, access or use the Service to operate as an outsourcer, access or use the Service in a time-sharing arrangement; (e) attempt to disable or circumvent any of the mechanisms or restrictions regarding the number of licenses within the Service.
- Stream reserves the right to change, modify, add, or remove parts of the Service at any time at its discretion and without notice. If Stream reduces or eliminates any essential functionality in the Service it will replace such functionality with substantially similar or improved functionality.
- License monitoring. Stream may monitor and control the use by Customer of the Service in accordance with the terms of these Terms and Conditions. If the license monitoring reveals that Customer’s access to or use of the Service exceeds the number of licenses purchased or Customer is otherwise in breach of the terms of these Terms and Conditions, Stream is entitled to payment of the Fees for the access or usage of the Service by Customer exceeding the number of licenses purchased.
- Stream will furthermore be entitled to block or suspend access to the Service at any time, if Customer or any third parties that have been given access to the Service, violate any of the terms of these Terms and Conditions.
- Third Party Materials. The Service may include certain open source software and/or other third party software, data or other materials (“Third Party Materials”) that are separately licensed to Customer by the respective owners or licensors. Customer’s access to and use of such Third Party Materials is subject to the applicable open source or third party license terms and conditions and not these Terms and Conditions. The applicable license terms and conditions and other information relating to such Third Party Materials (including any available source codes) are made available in an addendum to these Terms and Conditions, the Software, the documentation or at the third party website.
- Feedback. If Customer chooses to provide Stream with ideas or suggestions regarding the Service, Customer agrees that Stream is free to use any such ideas and suggestions for any purpose, including, without limitation, developing, improving and marketing the Service, without any liability or payment of any kind to Customer.
3. Customer responsibilities
- Customer shall towards Stream be solely responsible for (a) creating accounts for the users for accessing and using the Service, (b) any and all actions of the users when using the Service and (c) taking all possible actions and measures to prevent any unauthorized use of the Service.
- Customer will and will procure that its users will use the Service in accordance with these Terms and Conditions and solely for the Permitted Purpose. Customer shall not use or permit anyone else to use the Service (a) to send, receive or post any material which is offensive, of an indecent, obscene or menacing character, blasphemous or defamatory of any person, in breach of confidence, intellectual property rights, privacy rights or any other third-party rights; (b) to furnish false data including but not limited to false names, addresses and contact details; (c) to send unsolicited mail messages, ‘junk mail’ or other advertising material, malicious email, including but not limited to ‘mail-bombing’; (d) to intercept or attempt to intercept any communications transmitted over the Service; (e) to circumvent or attempt to circumvent any security of the Service; (f) to access data not intended for it, or to log on to a network, server or an account that it is not expressly authorised to access or to log on; (g) to upload or distribute viruses or other forms of malware or spyware; or (h) in any manner that in the opinion of Stream (i) negatively affects the use or the functioning of the Service; (ii) is not in accordance with general accepted use of similar services and networks and/or applicable laws and regulations; (iii) is or may be disadvantageous, harmful, offensive, inconvenient or in any way wrongful to Stream, other users of the Service or third parties; and/or (iv) otherwise causes annoyance or inconvenience.
- Customer should apply its own judgement in making any use of the Service and any data made available on or though the Service. Any conclusions, decisions or actions based upon such data are at Customer’s own risk and account.
- Customer undertakes to (a) monitor and control the access to or use of the Service by any third parties in accordance with the terms of these Terms and Conditions and (b) to maintain accurate and up-to-date-records of number of (registered) users of the Service.
4. Log-in details / User Contact Information
- In order to use the Service, a user has to login with its log-in details (username, e-mail address and password) uploaded and/or created by the user upon first registration. User is responsible for safeguarding its log-in details and for any activities and actions taking place under its account. User must keep its log-in details confidential and not share its log-in details with any person or third party. Customer must notify Stream immediately if it becomes aware of any unauthorised use of any log-in details of its users or any other breach of security.
- Stream will solely use the username and e-mail address uploaded by the user (“User Contact Information”) in order to provide the Service and/or to contact a Customer. Stream will be considered a data controller with respect to the User Contact Information and will use the User Contact Information in accordance with its privacy statement available at ⦁ https://www.stream.tax.
5. User Content
- All copyrights and all other intellectual property regarding any data, documents, drawings, pictures or other information or materials of any kind uploaded, collected and/or processed on or though the Service (“User Content”) will be owned by Customer.
- Customer hereby grants Stream a perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to copy, reproduce, publish, bundle, distribute, market, create derivative works of, modify, translate, transmit, sub-license, export, merge, transfer, share, or otherwise make available the User Content in aggregated and anonymized form for statistical and marketing purposes, for further development and optimization of the Service and to provide Customers with (general) recommendations and suggestions. Stream will anonymize such User Content in such a way that it is impossible to retrieve the source of such data, it does not relate to an identified or identifiable natural person or to Customer or that a data subject or Customer is not or no longer identifiable.
- Customer has the ability to access its User Content at any time during the term of the subscription set forth in the online Order Form, unless earlier terminated. Customer may export and retrieve its User Content during the term of the subscription.
- Customer represents and warrants that (a) any User Content provided is correct, legal and does not infringe any rights of third parties (b) you have the right to post, upload, send or license such User Content and (c) the User Content does not infringe or violate any third party rights.
- Stream shall in no way be held liable for any User Content. Customer shall defend, indemnify and hold Stream harmless from and against any and all losses, expenses, damages, and liabilities arising directly or indirectly in respect of non-compliance with this clause 5.
6. Fees and payment
- For using the Service, Customer shall pay Stream the Fees as agreed in the Order Form. All Fees and any other charges are exclusive of local taxes and duties and are exclusive of VAT. All Fees shall be paid in euro’s (unless otherwise specified in the Order Form) and are due within thirty (30) days after the invoice date.
- In the event Customer wishes to increase the number of users, Customer may order the additional users by placing an online order on the website of Stream.
- If Customer’s use of the Service exceeds the number of users specified in the online order form, Customer will be charged an additional fee calculated in accordance with the then current list price of Stream.
- If Customer fails to pay the Fees on time, Stream is entitled to automatically without further notice charge interest at the then current statutory commercial interest rate ex Section 6:119a of the Dutch Civil Code.
- In the event of non-payment, Stream shall have the right to suspend or revoke Customer’s right to use the Service until full payment has been made.
- Stream may change the Fees for the Service at any time. After sending a written notice with the new Fees to Customer, Customer has the right to terminate the Service as per the date of the new Fees.
7. Intellectual Property Rights
- All copyrights and all other intellectual property rights in and in connection with the Service, underlying source- and object code and documentation, are and remain exclusively vested in Stream or its licensors. These Terms and Conditions do not intend to transfer any intellectual property rights to Customer or any third party, or grant Customer with more rights than as explicitly indicated herein. Customer acknowledges these intellectual property rights and shall refrain from any form of direct or indirect violation of these intellectual property rights and shall not remove from or change in the Service any designation concerning copyrights, or other intellectual property rights, including any indications concerning the confidential nature of the Service.
- Stream shall indemnify Customer from and against third party claims that the Service infringes the intellectual property rights of such third party, provided that Customer (a) promptly notifies Stream in writing of any infringement or alleged infringement; (b) makes no admissions without Stream’s prior written consent; (c) allows Stream to conduct any negotiations or litigation and/or settle any claim; and (d) provides Stream all reasonable assistance with regard to such claim.
- If it is irrevocably established in court that the Service constitutes an infringement of any third party intellectual property right, or if Stream believes that there is a good chance that such an infringement may occur, Stream shall, at its expense and option, promptly (i) replace or modify the Service or take other action so that the Service becomes non-infringing while maintaining the equivalent functionality; (ii) procure the right for Customer to continue using the Service; or (iii) terminate Customer’s use of the Service and offer Customer a refund of the Fees paid by Customer for the remaining term of the subscription.
- Stream shall have no liability for any claim of infringement of any intellectual property rights that is based on: (i) the use or combination of the Service with software, hardware or other materials not approved by Stream, (ii) use of the Service in a manner other than that for which it was designed or contemplated; (iii) any modification of the Service made by Customer or a third party.
- Any other or further liability of Stream regarding the infringement of third party intellectual property rights is explicitly excluded.
8. Export Compliance
- Customer acknowledges that the Service may be subject to national and international export control laws and regulations governing the use, export, re-export or transfer of the Service. Customer shall comply with such laws and regulations and hold all necessary authorizations, permits or licenses applicable to Customer with respect to the foregoing.
- Customer also warrants that it has not exported or re-exported any goods, technology or software in any manner that violates any applicable national or international export control laws or regulations.
- Customer furthermore warrants towards Stream that it – nor any of its officers or directors – is on any US or EU denied party or sanctions list. The export obligations under this section shall survive the expiration or termination of the subscription.
- The Service and the related documentation are and contain valuable Confidential Information of Stream. “Confidential Information” means non-public technical and non-technical information relating to the Service and documentation, including, without limitation, trade secret and proprietary information and any other information that has been designated as confidential and/or regarding which Customer knows or should reasonably understand that such information is confidential.
- Customer shall maintain strict confidentiality with respect to the Confidential Information shall not disclose the same to third parties without the prior written consent of Stream.
- Customer shall take all necessary measures to safeguard the Confidential Information or any part or any copy thereof and to prevent the disclosure, use, copying, publication or dissemination of the same to a third party.
- Customer agrees that, in the event any person or party seeks to obtain the Confidential Information of Stream through involving Customer by any means, including demand, discovery request or court order, Customer shall immediately notify Stream prior to disclosing the requested Confidential Information and will cooperate with each other in responding to such demand, discovery requests or court order so as to minimize the disclosure of such Confidential Information.
- Customer shall impose the confidentiality obligations upon its respective employees and authorized third parties by written agreement and shall see to it that its employees and authorized third parties shall at all times fully comply with such obligations.
10. Limited Warranty
- Subject to clause 10.4, Stream warrants to Customer that the Service will substantially conform to the documentation available on the Service and that it will use commercially reasonable efforts to correct or to provide a workaround for any material non-conformance of the Service to the material specifications set forth in the documentation. Customer acknowledges that the Service is dependent of the services of third party suppliers and service providers and that Stream cannot accept any responsibility for any changes to the specifications and/or service levels of such services.
- Stream does not guarantee that any error or other non-conformance can or will be corrected. Customer shall cooperate with Stream and provide Stream with all available information in written or electronic form so as to enable Stream to reproduce and attempt to correct such non-conformance of the Service. In the event that Stream is unable to correct a material non-conformance in the Service and if in Stream’s opinion such correction is not reasonably feasible, Stream shall offer a refund of the Fees paid by Customer for the remaining term of the subscription.
- The obligations set forth in this clause 10 constitute Stream’s exclusive obligations and liability and provide Customer’s sole and exclusive recourse with respect to non-conformance of the Service. Stream does not warrant that the Service will operate error free or uninterrupted or that it will meet Customer’s requirements. Except for the express provisions stated in this clause 10, the Service is provided “as is” and “as available”, without any warranty, and Stream hereby specifically excludes and disclaims the implied warranties of merchantability and fitness for a particular use and all other warranties, whether express or implied by law, statute or course of dealing.
- Stream will have no warranty obligations with respect to and is not liable for (i) malfunctions caused by the use or operation of the Service with any hardware, software or media not authorized by Stream; (ii) malfunctions resulting from operator errors or incorrect use of the Service; (iii) malfunctions attributable to any other reason external to the Service or Stream; or (iv) if any instructions of Stream have not been followed.
11. Limitation of liability
- Stream shall be liable only for direct damages incurred by Customer caused by Stream’s breach of the Terms and Conditions. Such liability shall be limited to the fees paid by Customer under these Terms of Conditions in the six (6) months prior to the event giving rise to the liability occurred. For the purpose of these Terms of Conditions “direct damages” shall mean exclusively and exhaustively all the costs of: (a) damaged computer hardware and other material property, (b) reasonable expenses incurred by Customer in order to prevent or reduce damage that could be expected as a result of the event causing liability; (c) reasonable expenses incurred by Customer in order to assess the cause of damage, the liability, the direct damage and the means of repair.
- The liability of Stream to Customer for damages and any liability arising out of or in connection with these Terms and Conditions or in connection with the Service, on whatever ground, other than the direct damages mentioned above (including but not limited to, indirect or consequential damages, any tax, fines, interest, penalties, limitations on the use of property, loss of turnover, loss of profit, loss of computer usage time, loss of revenues, loss of opportunities, and damage to, or loss of use of, data or programs) shall be excluded.
- The limitations of liability set out in this clause 111 shall not apply if and insofar as damages are a result of intentional acts or omissions (opzet) or gross negligence (bewuste roekeloosheid) by the management of Stream. Any action against Stream must be brought within twelve (12) months after the cause of action arises.
- Customer shall (a) comply with all applicable laws and regulations in its use of the Service; (b) not misuse the Service in any way; and (c) not use the Service for any purpose or in any way that might harm, infringe the rights of or cause loss to any relevant party or any other person. Customer shall defend, indemnify and hold Stream harmless from and against any and all losses, expenses, damages, and liabilities arising from or out of any breach by Customer of these Terms of Conditions, other laws, regulations or restrictions.
- Stream is not liable for any failure to perform, or for any delay in performing, any of its obligations, due to unforeseen circumstances or to causes beyond Stream’s reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, epidemics, quarantine restrictions, strike, lock-out or other industrial action or dispute, failure or malfunction of a utility service, transport network or computer or communications network or service, or a civil commotion or disorder, riot, invasion, war or act of terrorism, or any substantially similar event.
12. Term and Termination
- Customer’s subscription for the Service will start on the date specified in the Order Form for an initial term of one (1) year unless a different term is specified in the Order Form. After the initial term Customer’s subscription will automatically renew for subsequent terms of one (1) year unless either party terminates the subscription at the end of the then current period by giving a two (2) months written notice.
- Customer and Stream may terminate the subscription for the Service in whole or in part for its convenience at any time after the initial term ended, upon providing two (2) months written notice to Stream. Stream will not reimburse any Fees to Customer if the subscription is terminated for convenience.
- If Customer (i) fails to comply with any of the provisions of these Terms and Conditions and has not remedied such failure within 14 days after having been notified by Stream identifying the failure, or (ii) commits an act of bankruptcy or has receiving order made against it or shall present its petition in bankruptcy or shall make an arrangement with or assignment in favour of its creditors or goes into liquidation, or (iii) is controlled by others than those exercising control at the time of concluding the subscription, Stream shall be entitled at its own discretion to terminate the subscription with immediate effect upon written notification thereof to Customer and without incurring any liability towards Customer.
- In the event of expiration or termination of its subscription, Customer shall immediately discontinue all use of the Service.
- Expiration or termination of a subscription, for whatever reason shall not prejudice the provisions which by their nature must be deemed to survive expiration or termination, including but not limited to clauses regarding intellectual property, confidentiality, limitation of liability, applicable law and governing law and disputes.
13. Governing law and disputes
- These Terms and Conditions, the Order Form and all disputes arising from it will be exclusively governed by the laws of the Netherlands.
- The Parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to this EULA or breach thereof. If the parties cannot reach an amicable settlement, all disputes arising in connection with this EULA shall (a) if Customer has its registered office in the Netherlands, be referred to the competent civil court of Rotterdam in the Netherlands and (b) if Customer has its registered office outside the Netherlands, be resolved by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (“Netherlands Commercial Court” or “NCC District Court”), to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Dutch law may be brought in the Netherlands Commercial Court in Summary Proceedings (“CSP”) in proceedings in English. Any appeals against Netherlands Commercial Court or CSP judgments will be submitted to the Amsterdam Court of Appeal’s Chamber for International Commercial Matters (“Netherlands Commercial Court of Appeal” or “NCCA”).
- The United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms and Conditions.
- Severability and invalidity. If any term or provision of these Terms and Conditions shall be held illegal or unenforceable in whole or in part, under any rule of law, such term or provision or part shall to that extent be modified or deemed modified to conform to such rule of law. The validity and enforceability or the remainder of these Terms and Conditions shall not be affected.
- Order of precedence. If there is a conflict between the terms of these Terms and Conditions and the terms of an Order Form, the terms of these Order and Form shall prevail but only to the extent of such conflict.
- No waiver. No delay or omission by Stream to exercise any right or power under these Terms and Conditions or pursuant to applicable law shall impair such right or power or be construed as a waiver thereof.
- Changes to the Terms and Conditions. Stream may unilaterally change the Terms and Conditions from time to time in its sole discretion. Customer’s continued use of the Service after notification of any changes has been provided to Customer or posted on the Service and/or the website of Stream constitutes Customer’s acceptance of such changes.
- No assignment. Customer shall not assign or delegate or otherwise deal with all or any of its rights or obligations under these Terms and Conditions. Stream shall have the right to assign or otherwise delegate all or any of its rights or obligations under these Terms and Conditions to any person or entity.
- Publicity. Stream is entitled to use Customer’s name, logo and trademark to refer to Customer as a customer of Stream along with other customers in marketing materials such as the Stream website, presentations and press releases.
Stream Software Licensing B.V. – Terms and Conditions – September 2020
Stream uses the services offered by Amazon Web Services Inc. (“AWS”) described in more detail in the Customer Agreement available at: https://aws.amazon.com/agreement/ to make the Software available. The applicable service levels are available via https://aws.amazon.com/legal/service-level-agreements/
Stream shall use commercially reasonable efforts to ensure that the Service is available 24 hours per day and that Customer and its users are able to access and use the Service in accordance with the service levels of AWS.
Stream will provide e-mail notification to Customer prior to scheduled maintenance windows and as soon as possible in the event of emergency maintenance.
Stream shall have no obligation to make the Software available (i) during scheduled maintenance and (ii) to the extent and for the period that Stream is prevented from doing so by reason of any cause beyond its reasonable control as set out in clause 11.5 of these Terms and Conditions, and (iii) caused by an error of failure of any hardware, software, infrastructure of data communications connections for which Customer is responsible.
Stream will provide support by e-mail for technical questions and assistance regarding accessing and using the Service. If ordered, Customer may request support by telephone between 09:00 and 17.00 hours (CET) on working days excluding public holidays. The e-mail address and phone numbers for support are specified at the website of Stream.
Stream shall use commercially reasonable efforts to respond during normal business hours to incidents that have been reported by Customer.
The data center for hosting the Service provided by AWS is located in the EU. The back-up data center provided by AWS in one or more alternative data center(s) located in the EU. If Stream changes the data center, Stream will notify Customer (provided, however, that Stream will not be required to provide such notification for a temporary transfer in the event of an emergency).
Customer is responsible for setting up and maintaining the required hardware, software, infrastructure and data communications connections to the internet or another network in order to access the data center on which the Software is hosted. Customer shall take appropriate measures (including installing updates when available) to protect its hardware, software, infrastructure and data communications connections against unauthorized access viruses, malware and similar threats.
Stream provides access to the Service on the basis of ‘fair use’, which means that in principle Stream does not impose any restrictions on the usage of system, storage or data communication capacity. However, Stream monitors the actual usage of system, storage or data communication capacity and if the monitoring reveals any excessive usage of system, storage or data communication capacity, Customer shall promptly terminate such excessive usage after being notified thereof by Stream.
Stream is entitled to suspend, limit or block access to and use of the Service in the event of any continued excessive usage of system, storage or data communication capacity, if Customer failed to terminate the excessive usage after being notified thereof. If Customer wants to continue using the system, storage or data communication capacity in excess of the average usage, Stream is entitled to charge the costs for such usage.
DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) forms part of the End User Software Licence Agreement.
- The terms used in this DPA shall have the meanings set out in the Terms and Conditions. In addition to those definitions, the following terms shall have the meanings set out below:
- “Customer Personal Data” means any Personal Data disclosed by Customer to Stream and processed by Stream on behalf and under the instructions of Customer pursuant to or in connection with Customer’s use of the Service.
- “EEA” means the European Economic Area.
- “EU Data Protection Laws” means the EU General Data Protection Regulation 2016/679 and Member State laws implementing or supplementing this regulation;
- “GDPR” means EU General Data Protection Regulation 2016/679.
- “Subprocessor” means any third party appointed by or on behalf of Stream to Process Customer Personal Data.
The terms “Controller”, “Processor”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” have the same meaning as in the GDPR.
Processing of Customer Personal Data
- This Addendum applies to Stream’s Processing of Customer Personal Data in the course of Stream providing Services to Customer. As such, Stream is the Processor and Customer is the Controller.
- Stream will only Process Customer Personal Data in accordance with Customer’s documented instructions unless Processing is required by EU or Member State Law to which Stream is subject, in which case Stream will, to the extent permitted by EU or Member State Law, inform Customer of that legal requirement before Processing the Customer Personal Data.
- Customer (i) instructs Stream and (and authorises Stream to instruct each Subprocessor) to Process Customer Personal Data, as reasonably necessary for the provision of the Service; and (ii) represents and warrants that (a) it is and will at all relevant times remain authorised to give such instructions, and (b) all such instructions comply with EU and Member State laws.
- Stream will promptly notify Customer if, in Stream’s reasonable opinion, any instructions violate EU and Member State laws.
- Annex 1 to this Addendum sets out certain information regarding Stream’s Processing of Customer Personal Data as required by Article 28(3) of the GDPR. Customer may make reasonable amendments to Annex 1 by written notice to Stream from time to time as Customer reasonably considers necessary to meet those requirements.
- Stream will ensure that any employee or contractor who may have access to Customer Personal Data is subject to confidentiality undertakings in respect of Customer Personal Data.
- Customer authorises Stream to appoint (and permit each Subprocessor appointed in accordance with this Clause 4 to appoint) Subprocessors in accordance with this Clause 4. At the date of this Addendum Stream appointed Amazon Web Services Inc. as a Subprocessor.
- Stream will post a notice of the appointment of any new Subprocessor, including details of the Processing to be undertaken by the Subprocessor, on its website ⦁ www.stream.tax⦁ . Provided that Customer subscribes to notifications from Stream, Customer will receive notice of such posting. If, within 10 business days of receiving the notice, Customer notifies Stream in writing of any reasonable objections to the proposed appointment, Stream will not appoint (or disclose any of Customer’s Personal Data to) that proposed Subprocessor until reasonable steps have been taken to address the objections raised by Customer and Customer has been provided with a reasonable written explanation of the steps taken.
- With respect to each Subprocessor, Stream will ensure that the arrangement between Stream and the Subprocessor is governed by a written contract including terms offering at least the same level of protection for Customer Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR; and
- Stream will remain responsible for its compliance with the obligations of this Addendum and for any acts or omissions of any Subprocessor that cause Stream to breach any of its obligations under this Addendum.
- Stream will not store or Process any data on its own systems. All Customer Personal Data will be Processed on the servers of AWS.
- Stream shall refrain from transmitting Customer Personal Data to third parties (except for Subprocessors), unless Customer has given its prior written consent to this end.
- Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, AWS as a Subprocessor implemented appropriate technical and organisational measures in respect of Customer Personal Data to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
- The relevant technical and organisational measures can be found via this link.
Data Subject Rights
- The Services includes functionality by which Customer may retrieve, correct, delete or restrict Customer Personal Data. Customer may use such functionality as technical and organizational measures to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from Data Subjects.
- Stream will (i) without undue delay notify Customer if it receives a request from a Data Subject or a competent authority relating to the (Processing of the) Personal Data or a third-party complaint or request under any Data Protection Law in respect of Customer Personal Data; (ii) not respond to that request or complaint except as required by EU or Member State laws to which Stream is subject, in which case Stream will, to the extent permitted by EU or Member State laws, inform Customer of that legal requirement before Stream responds to the request, and (iii) provide all reasonable assistance to Customer in order to enable Customer to meet and respond to requests and complaints under any Data Protection Law in respect of Customer Personal Data.
Personal Data Breach
- Stream will notify Customer without undue delay upon becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
- Such notification will, to the extent available,: (i) describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned; (ii) communicate the name and contact details of Stream’s data protection officer or other relevant contact from whom more information may be obtained; (iii) describe the likely consequences of the Personal Data Breach; and describe the measures taken or proposed to be taken to address the Personal Data Breach.
- Stream will cooperate with Customer and take such reasonable commercial steps as requested by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
Cooperation obligations of Stream
- Stream will cooperate with and assist Customer, in order to enable Customer to meet its obligations pursuant to EU Data Protection Laws, including but not limited to the implementation of data protection impact assessments and prior consultations with Supervisory Authorities or other competent authorities, which Customer reasonably considers to be required pursuant to Article 35 or 36 of the GDPR, taking into account the nature of the Processing.
- Stream will immediately inform Customer in writing if it is (reasonably expected) that Stream will fail in the performance of one or more obligations under this DPA.
Deletion or Return of Customer Personal Data
- Upon expiration or termination of the Service Stream will grant Customer a period of 30 days to download the Customer Personal Data where after Stream will permanently delete the Customer Personal Data.
- Notwithstanding the foregoing, Stream may retain Customer Personal Data to the extent required by EU Data Protection Laws and only to the extent and for such period as required by EU Data Protection Laws, provided, however, that Stream will ensure the confidentiality of all such Customer Personal Data and will ensure that such Customer Personal Data is only Processed as necessary for the purpose(s) specified in EU Data Protection Laws requiring its retention, and for no other purpose. Furthermore, Stream may retain a copy of the anonymized Customer Personal Data as part of the aggregated data and business contact information of Customer’s staff.
- Stream will make available to Customer on request all information necessary to demonstrate compliance with EU Data Protection Laws, and shall allow for and contribute to audits, including inspections, by Customer or an auditor mandated by Customer in relation to the Processing of the Customer Personal Data by Stream.
- The costs of an audit are for the account of Customer. Stream will immediately inform Customer if, in its opinion, an instruction (possibly) infringes with EU Data Protection Laws.
- This Addendum remains in effect until termination or expiration of the Agreement.
- The liability and indemnity obligations of each Party under this Addendum is subject to the exclusions and limitations of liability set out in the Agreement.
ANNEX 1 TO DATA PROCESSING ADDENDUM: DETAILS OF PROCESSING OF PERSONAL DATA
This Annex 1 to Data Processing Addendum includes details of the Processing of Customer Personal Data.
Subject matter and duration of the Processing of Customer Personal DataStream will process Customer Personal Data for using the Stream software solution and for the term of Customer’s subscription to the Stream software solution.
The nature and purpose of the Processing of Customer Personal DataStream provides the online Stream software solution designed to process US state tax notices. For this reason personal and/or company data in US state tax notices uploaded to the Stream software solution can be used in order to support the processing of United States State tax notices and to initiate response actions like payment orders, filing orders, appeals etc.
Types of Customer Personal Data to be Processed
The Personal Data to be Processed by Stream on behalf of Customer may include, but is not limited to the following categories of Personal Data:
Names, contact details and/or other identification information of users or as provided in US state tax notices.
The categories of Data Subjects to whom Customer Personal Data relates
The Personal Data to be Processed by Stream on behalf of Customer may relate to, but is not limited to, the following categories of Data Subjects:
Employees of Customers and Clients of Customers