1.   Definitions and interpretation

Capitalized terms used but not defined in this DPA shall have the meaning set forth in the Agreement. Where different definitions for the same term have been used in the Agreement and this DPA, the definitions provided in this DPA shall prevail in relation to the terms of this DPA. For the purpose of this DPA, the following words and phrases shall have the following meaning unless the context otherwise requires:

“Controller Personal Information” means all Personal Information and Personal Data, in whatever form or medium, which is Processed by the Processor for and on behalf of the Controller and/or the Controller’s customers (if applicable) whether or not such Personal Information and Personal Data is supplied to (by transfer or access), and/or produced or generated by or on behalf of the Processor in connection with the Agreement or this DPA, including as set out in Appendix 1.

“Data Subject”, “Personal Data”, “Business”, “Service Provider”, “Personal Information”, “Personal Data Breach”, “Processing” and “Sensitive Personal Information” (or “Special Categories of Personal Data”) all have the meanings given to those terms in applicable Data Protection Laws (and related terms, such as “Process”, have corresponding meanings). If any of these terms is not defined under applicable Data Protection Laws, the term shall have the meaning given to it under the GDPR.

“Data Exporter” has the meaning set out in the EU Standard Contractual Clauses.

“Data Importer” has the meaning set out in the EU Standard Contractual Clauses.

"Data Protection Laws" means all laws, regulations, legislative and regulatory requirements, and legally binding codes of practice applicable to the Processing, privacy, integrity, security, confidentiality and use of the Controller Personal Information, as applicable to Controller, the Controller’s customers and/or the Supplier including, without limitation and where applicable (i) the GDPR together with national implementing laws in any Member State of the EEA; (ii) the GDPR as it is incorporated into the laws of the United Kingdom; (iii) the Data Protection Act of 2018 of the United Kingdom; (iv) the Swiss Federal Act on Data Protection; (v) the California Consumer Privacy Act; (vi) the California Privacy Rights Act; (viii) the Lei Geral de Proteção de Dados; (ix) the Protection of Personal Information Act 2013 of South Africa; and any legislation that amends or supersedes the foregoing.

“EU Standard Contractual Clauses” means the clauses, approved with Commission Implementing Decision (EU) 2021/914 of June 4, 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, (a copy of which can be found in Appendix 3).

“GDPR” means the General Data Protection Regulation (EU) 2016/679.

“Services” shall have the meaning given to it under the Agreement or where this term is not defined means the services described in the Agreement and agreed between Controller and the Processor from time to time.

“Supervisory Authority” means any competent data protection or privacy authority in any jurisdiction in which the Controller, the Controller’s customers (if applicable) or the Processor is established, the Processor provides the Services, or in which the Processor Processes Controller Personal Information.

“UK Addendum” means the Addendum in Appendix 4.

ading-h1-desktop">2. Appointment and role of the parties

2.1   The Controller appoints the Processor to Process Controller Personal Information on its behalf as is necessary for the provision of the Services and performance of the Agreement.

2.2   Where the Controller Personal Information consists of Personal Information for which the Controller’s customer is a ‘controller’ (as that term is understood under the GDPR), Controller warrants that it has obtained prior authorization and all applicable consents and licenses from the Controller’s customers to appoint the Processor as a ‘processor’ (as that term is understood under the GDPR).

ading-h1-desktop">3. Details of the Processing

3.1   Processing of the Controller Personal Information by the Processor under this DPA shall be for the: (a) subject-matter; (b) duration; (c) nature and purpose; and (d) the type of Personal Information and categories of Data Subjects, set out in this DPA.

3.2   The processing instruction, nature and purpose of processing are described in Appendix 1.

3.3   The obligations and rights of the Controller are as set out in this DPA and Data Protection Law.

ading-h1-desktop">4. Complying with Data Protection Law

4.1   Each party shall in all cases Process Controller Personal Information in compliance with the Data Protection Laws.

4.2   The Controller shall have the right to take reasonable and appropriate steps to help ensure that the Processor uses the Controller Personal Information in a manner consistent with the Controller’s obligations under the Data Protection Laws.

4.3   The Controller shall have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Controller Personal Information.

4.4   The Processor hereby agrees to notify the Controller immediately, but in any event no later than forty-eight (48) hours from the time it makes a determination, if it determines that it can no longer meet its obligations under the Data Protection Laws.

4.5   The Controller hereby warrants that the provision by it of any Controller Personal Information complies with Data Protection Laws.

4.6   Neither party shall cause the other party, by act or omission, to be in breach of Data Protection Laws.

ading-h1-desktop">5.  Acting on controller's documented instructions

5.1   The Processor shall Process Controller Personal Information only on the documented instructions of the Controller including as set out in this DPA and the Agreement. The Processor also has the right to Process the Controller Personal Information to the extent required by law, following Processor’s prior notification to the Controller, except where mandatory applicable law prohibits such notification. The Processor shall promptly notify the Controller if in the Processor's reasonable opinion any instruction from the Controller infringes Data Protection Law, with such notification to include an explanation of why Processor has formed such an opinion and the Processor shall be entitled to suspend its Processing of the affected Controller Personal Information until the Controller amends its instructions to comply with Data Protection Law.

5.2   The Processor acknowledges that it is prohibited from:

(A)   selling or sharing Controller Personal Information unless otherwise permitted under the Data Protection Laws or this DPA;

(B)   retaining, using, or disclosing Controller Personal Information for any purpose other than for the purpose(s) specified in Appendix 1 or as otherwise permitted under Data Protection Laws; or

(C)   combining Controller Personal Information with Personal Information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with the Data Subject, unless otherwise allowed under the Data Protection Laws or this DPA.

ading-h1-desktop">6. Ensuring employee confidentiality

The Processor shall ensure that any person acting under its authority who may have access to, or who otherwise Process, Controller Personal Information are subject to legally binding obligations of confidentiality.

ading-h1-desktop">7. Taking appropriate technical and organizational measures, including for security

7.1   The Processor shall implement appropriate technical and organizational measures:

(A)   designed to assist the Controller in responding to requests from Data Subjects to exercise their rights under Data Protection Law; and

(B)   designed to ensure a level of security for the Controller Personal Information appropriate to the risk posed by the Processor’s Processing of such Controller Personal Information, to protect it from unauthorized, accidental or unlawful disclosure, or access, loss or alteration and shall include the measures set out in Appendix 2 at a minimum.

ading-h1-desktop">8. Data breach notification and assistance

8.1   The Processor shall notify Controller in writing without undue delay if it becomes aware of a Personal Data Breach affecting the Controller Personal Information (a “Data Breach”), and provide the Controller, as soon as reasonably practicable with the following information relating to the Data Breach:

(A)   the nature of the Personal Information affected;

(B)   the categories and number of Data Subjects concerned;

(C)   the number of Personal Information records concerned;

(D)   measures taken to address the Data Breach; and

(E)    the possible consequences and adverse effect of the Data Breach.

(F)    The Processor, at the Controller’s cost, shall provide Controller with all reasonable assistance in relation to Controller's compliance with Articles 32-34 of the GDPR or equivalent requirements of other Data Protection Laws. The Processor shall provide such assistance in a timely manner and in accordance with any time frames set out in the Data Protection Laws.

ading-h1-desktop">9.      Subcontracting

9.1   The Controller hereby authorizes the Processor to engage third parties to perform Processing activities in respect of Controller Personal Information on behalf of the Controller (“Subprocessors”). The Processor shall notify the Controller in writing in advance if it intends to replace or add to the Subprocessors and the Controller shall have a right, acting reasonably, to reject to such replacement or additional subprocessor. If the Controller does not notify the Processor in writing of its objection to the additional or replacement subprocessor within 20 days of being notified of such addition or replacement, the Processor may proceed with engaging the additional or replacement subprocessor to Process the Controller Personal Information. If the Controller notifies the Processor of its objection in accordance with this Clause, the parties shall work in good faith to find a resolution to the issue. If a resolution cannot be reached within 30 days of the Controller’s objection, either party has the right to terminate this DPA and the Agreement on 30 days’ written notice to the other.

9.2   The Processor shall enter into a written agreement with each Subprocessor that contains obligations that are consistent with and, at a minimum, no less than the responsibilities and requirements set out in this DPA.

ading-h1-desktop">10.  Cross Border Transfers of Personal Information

10.1     The Processor shall not, and shall procure that any Subprocessor shall not, transfer any Controller Personal Information to any country or territory outside the Controller Personal Information’s country or territory of origin, without ensuring that appropriate safeguards are in place to protect the Controller Personal Information, in accordance with the requirements of Data Protection Laws.

10.2     Subject to Clauses 10.4 and 10.5 (as applicable), if Controller Personal Information originating from the EEA, UK or Switzerland is transferred from the Controller to the Processor as part of this DPA and/or the Agreement, module two of the EU Standard Contractual Clauses is hereby incorporated into this DPA by reference and shall apply to the Controller as the Data Exporter and to the Processor as the Data Importer.

10.3     Subject to Clauses 10.4 and 10.5 (as applicable), if Controller Personal Information originating from the EEA, UK or Switzerland is transferred from the Processor to the Controller as part of this DPA and/or the Agreement, module four of the EU Standard Contractual Clauses is hereby incorporated into this DPA by reference and shall apply to the Processor as the Data Exporter and to the Controller as the Data Importer.

10.4     With respect to Controller Personal Information originating from Switzerland, the EU Standard Contractual shall be amended as follows: (i) the term ‘Member State’ will not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the EU Standard Contractual Clauses; and (ii) references to “Regulation (EU) 2016/679” or “that Regulation” will be understood as references to the Swiss Federal Act on Data Protection; (iii) all references to the “Commission” shall be deemed to refer to the The Federal Data Protection and Information Commissioner; (iv) all references to the “European Union”, “EU”, “Member State” and “Union” shall be deemed to refer to Switzerland; and (v) the footnotes are removed.

10.5     With respect to Controller Personal Information originating from the UK, the EU Standard Contractual Clauses shall be amended in accordance with the UK Addendum.

ading-h1-desktop">11.  Deleting or returning of Controller Personal Information

11.1     The Processor shall promptly and in any event within thirty (30) days: (a) of termination or expiry of the Agreement, for whatever reason; (b) after the end of the provision of the relevant Services related to the Processing; or (c) if earlier, as soon as Processing by the Processor of any Controller Personal Information is no longer required for the Processor’s performance of its obligations under this Agreement, cease all use of such Controller Personal Information and shall either securely destroy or return to the Controller (at the Controller’s direction) all such Controller Personal Information.

11.2     Notwithstanding Clause 11.1, if the Processor is required by applicable law to store any Controller Personal Information, the Processor shall notify the Controller of the requirement, ensure continued confidentiality of all such Controller Personal Information and ensure that Controller Personal Information is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.

ading-h1-desktop">12.  Records and audit

12.1     The Processor shall maintain complete, accurate and up to date written records of all Processing activities carried out on behalf of the Controller and shall make available to the Controller, on written request, such records and any other information as is reasonably required by Controller to demonstrate compliance by the Processor with its obligations under this DPA.

12.2     If the Controller is not satisfied (acting reasonably) that the information provided by the Processor pursuant to Clause 12.1 demonstrates the Processor’s compliance with this DPA, the Controller has the right to conduct, by itself or by an independent third party acting under Controller’s direction that is not a competitor of the Processor, at Controller's cost, an inspection, including an audit, of the Processor’s data security and privacy procedures relating to the Processing of Controller Personal Information and compliance with this DPA. Such inspection or audit may only occur once per calendar year, during the Processor’s normal business hours following receipt by the Processor of 30 days prior written notice of such inspection and audit, and agreement between the parties as to the scope of the inspection or audit. For the avoidance of doubt, such inspection or audit shall not cause unreasonable disruption to the Processor’s business and shall not include an inspection or audit which compromises Personal Information or confidential information Processed by the Processor on behalf of third parties.

ading-h1-desktop">13.  General Terms

13.1     This DPA constitutes the entire agreement between the parties and supersedes, terminates and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

13.2     Both Parties acknowledge and understand that the Controller Personal Information may be subject to Data Protection Laws that require certain undertakings and/or the entering into of agreements, including in relation to the cross-border transfer of the Controller Personal Information. Both parties agree that they shall enter into any alternative or additional agreements or arrangements or implement any additional measures as may be required under Data Protection Laws in relation to the Processing and/or cross-border transfer of the Controller Personal Information.

13.3     In the event of any conflict between the provisions of this DPA, the Agreement and the EU Standard Contractual Clauses the following order of precedence shall apply: the EU Standard Contractual Clauses; the provisions of this DPA and then the Agreement.

13.4     Variation or amendment of this Agreement is only valid upon the signed written agreement of both parties.

13.5     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 either be (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.

13.6     Except where the parties cannot limit or exclude their liability under applicable law, each party’s liability in the aggregate arising out of or in connection with this DPA, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is subject to the limitations and exclusions of liability in the Agreement, and any reference in the Agreement to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and the DPA together.

13.7     Any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with this DPA shall be governed by the laws set out in the Agreement and the courts in the territory set out in the Agreement shall have jurisdiction to resolve such disputes or claims.

ading-h1-desktop">Appendix 1:

Details of Processing of Controller Personal Information

This Appendix 1 includes certain details of the Processing of Controller Personal Information as required by Article 28(3) GDPR or equivalent requirements of other Data Protection Laws.

ading-h2-desktop">1.  Subject matter and duration of the Processing of Controller Personal Information

The subject matter of the Processing of the Controller Personal Information is the provision of the Services to the Controller. Controller Personal Information will be Processed for the duration of the Agreement between the parties, subject to Section 11 of this DPA.

ading-h2-desktop">2. Nature and purpose of the Processing of Controller Personal Information

Processor shall host, maintain and otherwise process Controller Personal Information only in connection with the provision of Services pursuant to the terms of the Agreement and this DPA.

ading-h2-desktop">3.  Types of Controller Personal Information Processed

Personal Information input by (or at the direction of) the Controller or by Data Subjects into Processor’s system or that Processor otherwise Processes on Controller’s behalf in connection with providing the Services pursuant to the terms of the Agreement and this DPA, including name, contact information (including, but not limited to: phone, email address), driver names, vehicle identifiers, VRN or similar identifiers.

ading-h2-desktop">4.  Categories of Data Subject to whom the Controller Personal Information Relates

Company’s employees, contractors, Controllers, and Controller’s end users.

ading-h2-desktop">5.  Countries in which the Processor will Process the Controller Personal Information

UK, Canada, New Zealand, Australia, Mexico, and the United States.

ading-h1-desktop">Appendix 2:

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational 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.

Technical Measures

Technical Measures to Ensure Security of Processing

1. Inventory and Control of Hardware Assets

Actively manage all hardware devices on the network so that only authorized devices are given access, and unauthorized and unmanaged devices are found and prevented from gaining access.

2. Inventory and Control of Software Assets

Actively manage all software on the network so that only authorized software is installed and can execute, and that unauthorized and unmanaged software is found and prevented from installation or execution.

3. Continuous Vulnerability Management

Continuously acquire, assess, and take action on new information in order to identify vulnerabilities, remediate, and minimize the window of opportunity for attackers.

4. Controlled Use of Administrative Privileges

Maintain processes and tools to track, control, prevent, and correct the use, assignment, and configuration of administrative privileges on computers, networks, applications, and data.

5. Secure Configuration for Hardware and Software on Mobile Devices, Laptops, Workstations, and Servers

Implement and actively manage (track, report on, correct) the security configuration of mobile devices, laptops, servers, and workstations using a configuration management and change control process in order to prevent attackers from exploiting vulnerable services and settings.

6. Maintenance, Monitoring, and Analysis of Audit Logs

Collect, manage, and analyze audit and security logs of events that could help detect, understand, or recover from a possible attack.

7. Email and Web Browser Protections

Deploy automated controls to minimize the attack surface and the opportunities for attackers to manipulate human behavior through their interaction with web browsers and email systems or content.

8. Malware Defenses

Control the installation, spread, and execution of malicious code at multiple points in the enterprise, while optimizing the use of automation to enable rapid updating of defense, data gathering, and corrective action.

9. Limitation and Control of Network Ports, Protocols, and Services

Manage (track, control, correct) the ongoing operational use of ports, protocols, services, and applications on networked devices in order to minimize windows of vulnerability and exposure available to attackers.

10. Data Recovery Capabilities

Maintain processes and tools to properly back up personal data with a proven methodology to ensure the confidentiality, integrity, availability, and recoverability of that data.

11. Secure Configuration for Network Devices, such as Firewalls, Routers, and Switches

Implement, and actively manage (track, report on, correct) the security configuration of network infrastructure devices using a configuration management and change control process in order to prevent attackers from exploiting vulnerable services and settings.

Technical Measures to Ensure Security of Processing

12. Boundary Defenses

Detect, prevent, and correct the flow of information transferring networks of different trust levels with a focus on personal data.

13. Data Protection

Maintain processes and tools used to prevent data exfiltration, mitigate the effects of exfiltrated data, and ensure the confidentiality and integrity of personal data.

14. Controlled Access Based on the Need to Know

Maintain processes and tools to track, control, prevent, and correct secure access to critical or controlled assets (e.g. information, resources, systems) according to the formal determination of which persons, computers, and applications have a need and right to access these critical or controlled assets based on an approved classification.

15. Wireless Access Control

Maintain processes and tools to track, control, prevent, and correct the secure use of wireless local area networks (WLANs), access points, and wireless client systems.

16. Account Monitoring and Control

Actively manage the life cycle of system and application accounts, their creation, use, dormancy, and deletion in order to minimize opportunities for unauthorized, inappropriate, or nefarious use.

Organizational Measure

Organizational Measures to Ensure Security of Processing

1. Implement a Comprehensive Information Security Program

Through the implementation of a Comprehensive Information Security Program (CISP), maintain various administrative safeguards to protect personal data.

These measures are designed to ensure:

·            security, confidentiality and integrity of personal data

·            protection against unauthorized access to or use of (stored) personal data in a manner that creates a substantial risk of identity theft or fraud

·            that employees, contractors, consultants, temporaries, and other workers who have access to personal data only process such data on instructions from the data controller.

2. Implement a Security Awareness and Training Program

For all functional roles (prioritizing those mission critical to the business, its security, and the protection of personal data), identify the specific knowledge, skills and abilities needed to support the protection and defense of personal data; develop and execute an integrated plan to assess, identify gaps, and remediate through policy, organizational planning, training, and awareness programs.

3. Application Software Security

Manage the security life cycle of all in-house developed and acquired software in order to prevent, detect, and correct security weaknesses.

4. Incident Response and Management

Protect the organization’s information, including personal data, as well as its reputation, by developing and implementing an incident response infrastructure (e.g., plans, defined roles, training, communications, management oversight, retainers, and insurance) for quickly discovering an attack and then effectively containing the damage, eradicating the attacker's presence, and restoring the integrity of the organization’s network and systems.

Organizational Measures to Ensure Security of Processing

5. Security and Privacy Assessments, Penetration Tests, and Red Team Exercises

Test the overall strength of the organization’s defense (the technology, processes, and people) by simulating the objectives and actions of an attacker; as well as, assess and validate the controls, policies, and procedures of the organization’s privacy and personal data protections.

6. Physical Security and Entry Control

Require that all facilities meet the highest level of data protection standards possible, and reasonable, under the circumstances relevant to the facility and

the data it contains, process, or transmits.

ading-h1-desktop">Appendix 3

EU STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

ading-h2-desktop">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

ading-h2-desktop">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.

Clause 3

ading-h2-desktop">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 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c),

(d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);

(iii)               Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);

(iv)                Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);

(v)                  Clause 13;

(vi)                Clause 15.1(c), (d) and (e);

(vii)               Clause 16(e);

(viii)             Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

(b)                 Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

ading-h2-desktop">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

ading-h2-desktop">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

ading-h2-desktop">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

(intentionally left blank)

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

ading-h2-desktop">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

ading-h2-desktop">MODULE ONE: Transfer controller to controller

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 defence 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.

ading-h2-desktop">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.

ading-h2-desktop">8.3  Accuracy and data minimisation

(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.

ading-h2-desktop">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 of the data and all back-ups at the end of the retention period.

ading-h2-desktop">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.

ading-h2-desktop">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.

ading-h2-desktop">8.7   Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union (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.

ading-h2-desktop">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.

ading-h2-desktop">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.

ading-h2-desktop">MODULE TWO: Transfer controller to processor

8.1                Instructions

(a)                 The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b)                 The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

ading-h2-desktop">8.2  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, unless on further instructions from the data exporter.

ading-h2-desktop">8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the 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. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

ading-h2-desktop">8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

ading-h2-desktop">8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. 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 return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

ading-h2-desktop">8.6  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 data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties 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 subjects. 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. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b)                 The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c)                  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 breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d)                 The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

ading-h2-desktop">8.7  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 and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

ading-h2-desktop">8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i)             the onward transfer 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 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii)          the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv)          the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

ading-h2-desktop">8.9  Documentation and compliance

(a)                 The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b)                 The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c)                  The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d)                 The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e)                 The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

ading-h2-desktop">MODULE THREE: Transfer processor to processor

8.1                Instructions

(a)                 The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(b)                 The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(c)                  The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(d)                 The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

ading-h2-desktop">8.2 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., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

ading-h2-desktop">8.3  Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter 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.

ading-h2-desktop">8.4  Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.

ading-h2-desktop">8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. 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 return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

ading-h2-desktop">8.6    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 data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (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. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b)                 The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c)                  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 breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d)                 The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

ading-h2-desktop">8.7  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 and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.

ading-h2-desktop">8.8  Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i)                  the onward transfer 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;

(iii)               the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv)               the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation

ading-h2-desktop">8.9    Documentation and compliance

(a)                 The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.

(b)                 The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.

(c)                  The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(d)                 The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(e)                 Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(f)                  The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(g)                 The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

ading-h2-desktop">MODULE FOUR: Transfer processor to controller

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.

ading-h2-desktop">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.

ading-h2-desktop">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.

Clause 9

ading-h2-desktop">Use of sub-processors

MODULE TWO: Transfer controller to processor

(a)                 The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least fifteen (15) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b)                 Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c)                  The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d)                 The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e)                 The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

ading-h2-desktop">MODULE THREE: Transfer processor to processor

(a)                 The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least fifteen (15) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b)                 Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c)                  The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d)                 The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e)                 The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

ading-h2-desktop">Data subject rights

MODULE ONE: Transfer controller to controller

(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. 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 authorised to do so under the laws of the country of destination, provided that such laws lays 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; and

(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.

ading-h2-desktop">MODULE TWO: Transfer controller to processor

(a)                 The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b)                 The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c)                  In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

ading-h2-desktop">MODULE THREE: Transfer processor to processor

(a)                 The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.

(b)                 The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c)                  In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

ading-h2-desktop">MODULE FOUR: Transfer processor to controller

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.

Clause 11

ading-h2-desktop">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.

ading-h2-desktop">MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor

(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, organisation 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

ading-h2-desktop">Liability

MODULE ONE: Transfer controller to controller MODULE FOUR: Transfer processor to controller

(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.

ading-h2-desktop">MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor

(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)                 The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c)                  Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub- processor) 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 and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d)                 The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e)                 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.

(f)                  The Parties agree that if one Party is held liable under paragraph (e), 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.

(g)                 The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

ading-h2-desktop">Supervision

MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

(a)                 Where the data exporter is established in an EU Member State: 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.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, 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 enquiries, 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 MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller(where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

(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). [For Module Three: The data exporter shall forward the notification to the controller.]

(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 [for Module Three:, if appropriate in consultation with the controller]. 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 [for Module Three: the controller or] 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 MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

MODULE FOUR: Transfer processor to controller(where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

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.

[For Module Three: The data exporter shall forward the notification to the controller.]

(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.). [For Module Three: The data exporter shall forward the information to the controller.]

(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.

ading-h2-desktop">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. [For Module Three: The data exporter shall make the assessment available to the controller.]

(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

ading-h2-desktop">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 [for Module Three: and the controller] 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)        [For Modules One, Two and Three: 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.] [For Module Four: 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.

Clause 17

ading-h2-desktop">Governing law

MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

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 the EU Member State in which the data exporter is established.

ading-h2-desktop">MODULE FOUR: Transfer processor to controller

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 the EU Member State in which the data exporter is established.

Clause 18

Choice of forum and jurisdiction MODULE ONE: Transfer controller to controller

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

(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 the EU Member State in which the data exporter is established.

(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.

ading-h2-desktop">MODULE FOUR: Transfer processor to controller

Any dispute arising from these Clauses shall be resolved by the courts of the EU Member State in which the data exporter is established.

ANNEX 

A.                   LIST OF PARTIES

ading-h2-desktop">MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor MODULE FOUR: Transfer processor to controller

Data exporter(s): The party identified in Clause 10.2 or 10.3 of the DPA. Data importer(s): The party identified in Clause 10.2 or 10.3 of the DPA.

B.                   DESCRIPTION OF TRANSFER

ading-h2-desktop">MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor MODULE FOUR: Transfer processor to controller

Categories of data subjects whose personal data is transferred

The categories of data subjects described in Appendix 1 to the DPA to which these Clauses are attached.

ading-h2-desktop">Categories of personal data transferred

The categories of data subjects described in Appendix 1 to the DPA to which these Clauses are attached.

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.

The categories of data subjects described in Appendix 1 to the DPA to which these Clauses are attached.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). The frequency of the transfer is continuous.

ading-h2-desktop">Nature of the processing

The categories of data subjects described in Appendix 1 to the DPA to which these Clauses are attached.

ading-h2-desktop">Purpose(s) of the data transfer and further processing

The categories of data subjects described in Appendix 1 to the DPA to which these Clauses are attached.

ding-h2-desktop">The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The duration specified in Clause 8.5 of the Standard Contractual Clauses and in the DPA.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing As per the sections above.

C.                   COMPETENT SUPERVISORY AUTHORITY

ading-h2-desktop">MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor

Identify the competent supervisory authority/ies in accordance with Clause 13

The competent supervisory authority shall be the authority of the EU Member State in which the data exporter is established.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

See Appendix 2 to the DPA.

ANNEX III

LIST OF SUB-PROCESSORS

ading-h2-desktop">MODULE TWO: Transfer controller to processor MODULE THREE: Transfer processor to processor

N/A

ading-h1-desktop">Appendix 4:

UK ADDENDUM

ding-h2-desktop">International Data Transfer Addendum to the EU Commission Standard Contractual Clauses VERSION B1.0, in force 21 March 2022

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

Table 1: Parties

Start date

The Effective Date as set out in the DPA

The Parties

Exporter (who sends the Restricted Transfer)

Importer (who receives the Restricted Transfer)

Parties’ details

As set out at the top of the DPA and Clauses 10.2 and 10.3

As set out at the top of the DPA and Clauses 10.2 and 10.3

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

Means the EU Standard Contractual Clauses as defined in the DPA

 

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties:

As set out at the top of the DPA

Annex 1B: Description of Transfer:

Appendix 1 of the DPA

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data:

Appendix 2 of the DPA

Annex III: List of Sub processors (Modules 2 and 3 only):

N/A

ading-h2-desktop">Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19:

• Importer
• Exporter neither Party

Part 2: Mandatory Clauses

Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 28 January 2022, as it is revised und