INCORPORATION AND PRECEDENCE. 13.1 This Data Processing Addendum shall be incorporated into and form part of the Agreement with effect from the Agreement Effective Date.
13.2 In the event of any conflict or inconsistency between:
(a) this Data Processing Addendum and the Agreement, this Data Processing Addendum shall prevail; or
(b) any provision in this Data Processing Addendum and any provision in the Standard Contractual Clauses, the relevant provision in the Standard Contractual Clauses shall prevail and govern in preference to the relevant provision in this Data Processing Addendum to the extent of such conflict or inconsistency; provided that, it is agreed that the following shall apply:
(i) upon Customer’s request under Clause 5(j) of the UK Standard Contractual Clauses that Supplier provide copies of the Subprocessor agreements to Customer, Supplier may remove or redact all commercial information and/or any clauses unrelated the UK Standard Contractual Clauses or their equivalent beforehand;
(ii) the audits described in Clauses 5(f) and 12(2) of the UK Standard Contractual Clauses and in Clauses 8.9(c) and 8.9(d) of the EU Standard Contractual Clauses shall be performed in accordance with Paragraph 10 of this Data Processing Addendum;
(iii) Paragraph 5 of this Data Processing Addendum constitutes Customer’s prior written consent to the subcontracting by Supplier of the Processing of Personal Data if such consent is required under Clause 5(h) of the UK Standard Contractual Clauses and Clause 9(a) of the EU Standard Contractual Clauses, in respect of which the parties are deemed to have selected Option 2; and
(iv) certification of deletion of Personal Data as described in Clause 12(1) of the UK Standard Contractual Clauses and Clauses 8.5 and 16(d), of the EU Standard Contractual Clauses shall be provided upon Customer’s request. This Annex 1 includes certain details of the Processing of Customer Personal Data: as required by Article 28(3) GDPR; and (where applicable in accordance with Paragraph 11) to populate Appendix 1 to the Standard Contractual Clauses.
INCORPORATION AND PRECEDENCE. 11.1 This DPA shall be incorporated into and form part of the Agreement with effect from the Addendum Effective Date.
11.2 In the event of any conflict or inconsistency between:
(a) this DPA and the Agreement, this DPA shall prevail; or
(b) any SCCs entered into pursuant to Paragraph 6 of Annex 1 (European Annex) and this DPA and/or the Agreement, the SCCs shall prevail in respect of the Restricted Transfer to which they apply.
INCORPORATION AND PRECEDENCE. 12.1 This DPA shall be incorporated into and form part of the Agreement with effect from the Addendum Effective Date.
12.2 In the event of any conflict or inconsistency between:
(a) this DPA and the Agreement, this DPA shall prevail; or
(b) any SCCs and/or UK Transfer Addendum entered into pursuant to Paragraph 6 of Annex 1 (European Annex) and this DPA and/or the Agreement, the SCCs and/or UK Transfer Addendum shall prevail in respect of the Restricted Transfer to which they apply. [REMAINDER OF PAGE INTENTIONALLY BLANK]
INCORPORATION AND PRECEDENCE. This Addendum (a) is an integral part of, and is incorporated into, the Agreements and (b) governs, controls and supersedes any inconsistent or conflicting provisions of the Agreements. Capitalized terms used but not defined in this Addendum have the meanings as defined in the Agreements Any references to the Agreements will also include this Addendum, unless the context expressly provides otherwise.
INCORPORATION AND PRECEDENCE. 15.1 This DPA shall be incorporated into and form part of the SaaS Agreement with effect from the Addendum Effective Date.
15.2 In the event of any conflict or inconsistency between:
(a) this DPA and the other terms of the SaaS Agreement, this DPA shall prevail; or
(b) any SCCs entered into pursuant to Paragraph 3 of Annex 2 (European Annex) and this DPA and/or the other terms of the SaaS Agreement, the SCCs shall prevail in respect of the Restricted Transfer to which they apply. Name: Vector AI Ltd Address: As set out in the SaaS Agreement Contact Details for Data Protection: The contact person as notified to Customer by Raft from time-to-time Raft Activities: Raft provides a Software-as-a-Service platform and connected web- based software applications for the processing of shipment transactions and associated professional services. Role: Processor (including sub-processing) Name: The entity or other person who is a counterparty to the SaaS Agreement Address: Customer’s address is: ● the address shown in the SaaS Agreement ; or ● if the SaaS Agreement does not include the address, the Customer’s principal business trading address Contact Details for Data Protection: Customer’s contact details are: ● the contact details shown in the SaaS Agreement; or ● if the SaaS Agreement does not include the contact details, Customer’s contact details submitted by Customer and associated with Customers account for the Services Customer Activities: Customer’s activities relevant to this DPA are the use and receipt of the Services under and in accordance with, and for the purposes anticipated and permitted in, the SaaS Agreement as part of its ongoing business operations Role: ● Controller – in respect of any Processing of Customer Personal Data in respect of which Customer is a Controller in its own right; and ● Processor – in respect of any Processing of Customer Personal Data in respect of which Customer is itself acting as a Processor on behalf of any other person (including its affiliates if and where applicable).
INCORPORATION AND PRECEDENCE. 16.1. This Data Processing Addendum shall be incorporated into and form part of the Agreement with effect from the Addendum Effective Date. This Data Processing Addendum amends, supersedes, and replaces any prior agreement between the parties related to data processing and/or the protection of Customer Data.
16.2. In the event of any conflict or inconsistency between:
(a) this Data Processing Addendum and the Agreement, this Data Processing Addendum shall prevail; or
(b) any Standard Contractual Clauses entered into pursuant to Section 9 of this Data Processing Addendum and this Data Processing Addendum and/or the Agreement, the Standard Contractual Clauses shall prevail. Signed by: Signed by: Name: Name: Title: Title: Date: Date: This Error! Reference source not found. includes certain details of the Processing of Customer Personal Data:
(i) as required by Article 28(3) GDPR; and (ii) where applicable, to populate the Standard Contractual Clauses.
INCORPORATION AND PRECEDENCE. All documents identified on their face as Exhibits to this Agreement are incorporated herein by this reference. If the terms of any PA contradict: (1) this Agreement, then the terms of this Agreement will prevail; or (2) the terms of one or more other Exhibits or Participation Agreements, then the terms of the most recent document signed by both parties shall prevail on that point of contradiction.
INCORPORATION AND PRECEDENCE. This Agreement consists of the documents stated in this Clause 3. If there is any conflict, apparent conflict or ambiguity in or between any of these documents, the documents will be applied in the following order in decreasing order of precedence:
(i) this Agreement and Schedule 1 (Definitions); and
(ii) the Schedules other than Schedule 1 (Definitions).
