DATA PROCESSING AGREEMENT/ADDENDUM

This Data Processing Agreement (“DPA”), made and entered into as of this ____ day of ____, 2021, forms part of the Securiti Customer Agreement (the “Agreement”).  You acknowledge that you, on behalf of [______] incorporated under __________ law, with its principal offices located at ____________________ (“Organization”) (collectively, ”You”, ”Your”, “Client”,  or “Data Controller”) have read and understood and agree to comply with this DPA, and are entering into a binding legal agreement with Securiti as defined below (“Securiti”, ”Us”, ”We”, ”Our”, “Service Provider” or “Data Processor”) to reflect the parties’ agreement with regard to the Processing of Client Personal Data (as such terms are defined below). Both parties shall be referred to as the “Parties” and each, a “Party”.

WHEREAS,         Securiti shall provide the services set forth in the Agreement (collectively, the “Services”) for Client, as described in the Agreement; and

WHEREAS,         In the course of providing the Services pursuant to the Agreement, we may process Client Personal Data on your behalf, in the capacity of a “Data Processor”; and the Parties wish to set forth the arrangements concerning the processing of Client Personal Data (defined below) within the context of the Services and agree to comply with the following provisions with respect to any Client Personal Data, each acting reasonably and in good faith.

NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the parties, intending to be legally bound, agree as follows:

1. INTERPRETATION AND DEFINITIONS

1. The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA.
2. References to clauses or sections are references to the clauses or sections of this DPA unless otherwise stated.
3. Words used in the singular include the plural and vice versa, as the context may require. 
4. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.
5. Definitions:

1. “Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists.  For the purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
2. “Authorized Affiliate” means any of Client’s Affiliate(s) which (a) is subject to the Data Protection Laws And Regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Client and Securiti, but has not signed its own agreement with Securiti and is not a “Customer” as defined under the Agreement.
3. “Client Personal Data” means any Personal Data Processed by Securiti on behalf of Client or a third party Data Controller (as applicable) in connection with the Services.
4. “Controller” or “Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data as defined by the GDPR. For the purposes of this DPA only, and except where indicated otherwise, the term “Data Controller” shall include the Organization and/or the Organization’s Authorized Affiliates.
5. “Data Protection Laws and Regulations” means (i) the GDPR, as defined herein; (ii) the Data Protection Act 2018 of the United Kingdom, as amended from time to time, and including any substantially similar legislation that replaces the DPA 2018; and (iii) the national legislation of the Swiss Confederation on the protection of Data Subjects with regard to the processing of Personal Data and on the free movement of such data, as amended from time to time, and other data protection or privacy legislation in force from time to time in the Swiss Confederation;  
6. “Data Subject” means the identified or identifiable person to whom the Personal Data relates.
7. “Member State” means a country that belongs to the European Union and/or the European Economic Area. “Union” means the European Union.
8. “GDPR” means (i) Regulation (EU) 2016/679 together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons; and (ii) the retained Regulation (EU) 2016/679 in the United Kingdom (“UK GDPR”).
9. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
10. “Process(ing)” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
11. “Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Controller as defined by the GDPR.
12. “Security Documentation” means the Security Documentation applicable to the specific Services purchased by Client, as updated from time to time, and as made reasonably available by Securiti.
13. “Securiti” means Securiti Inc. and any of its affiliates or subsidiaries.
14. “Securiti Group” means Securiti and its Affiliates engaged in the Processing of Personal Data.
15. “Sub-processor” means any Processor engaged by Securiti to Process Personal Data on behalf of Client.
16. “Supervisory Authority” means an independent public authority which is established by an EU Member State or the United Kingdom pursuant to the GDPR.

2. PROCESSING OF CLIENT PERSONAL DATA

1. Roles of the Parties. This DPA applies to the Processing of Client Personal Data by Securiti. For the purposes of this DPA, (i) Client is the Data Controller; (ii) with respect to Client Personal Data for which Client is the Data Controller, Securiti is the Data Processor Processing such Client Personal Data on Client’s behalf; (iii) with respect to Client Personal Data for which Client is a Data Processor for a third party Data Controller, Securiti is a Sub-processor to Process Client Personal Data on the third party Data Controller’s behalf. To the extent Securiti acts as a Sub-processor to a third party Data Controller, (a) Client will convey to Securiti any notifications given by the third party Data Controller insofar as they relate to the Services provided by Securiti; b) any instructions or authorizations given by Client to Securiti under this DPA or otherwise relating to the Processing of Client Personal Data are the instructions and authorizations given by the third party Data Controller.
2. Client’s Processing of Personal Data. To the extent Client acts as a Controller under the Agreement, Client shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations and comply at all times with the obligations applicable to Data Controllers under Data Protection Laws and Regulations (including, without limitation, Article 24 of the GDPR).  For the avoidance of doubt, Client’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Client shall have sole responsibility for the means by which Client acquired Personal Data. Without limitation, Client shall comply with any and all transparency-related obligations (including, without limitation, displaying any and all relevant and required privacy notices or policies) and shall at all times have any and all required ongoing legal bases, consents, and authorizations in order to collect, Process and transfer to Securiti the Client Personal Data and to authorize the Processing by Securiti of Client Personal Data. To the extent Client acts as a Processor under the Agreement, Client represents that it has all consents and authorizations required by Data Protection Laws and Regulations for Securiti to Process Client Personal Data. Client shall defend, hold harmless and indemnify Securiti, its Affiliates and subsidiaries (including without limitation their directors, officers, agents, subcontractors and/or employees) from and against any liability of any kind related to any breach, violation or infringement by Client and/or its authorized users of any Data Protection Laws and Regulations and/or this DPA and/or this Section.
3. Securiti’s Processing of Client Personal Data.

1. Subject to the Agreement, Securiti shall Process Client Personal Data in accordance with Client’s documented instructions, including as necessary for the performance of the Services and for the performance of the Agreement and this DPA, unless otherwise required by Union or Member State law or any other applicable to which Securiti is subject, in which case Securiti shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. The duration of the Processing, the nature and purposes of the Processing, as well as the types of Personal Data Processed and categories of Data Subjects under this DPA are further specified in Schedule 1 (Details of the Processing) to this DPA.
2. To the extent that Securiti considers such an instruction issued by Client to be unlawful, Securiti (i) shall inform Client of its determination, (ii) may, without any kind of liability towards Client, temporarily cease all Processing of the affected Client Personal Data (other than securely storing those data), and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, each Party may, as its sole remedy, terminate the Agreement and this DPA solely with respect to the affected Processing, and Client shall pay to Securiti all the amounts owed to Securiti or due before the date of termination. Client will have no further claims against Securiti (including, without limitation, requesting refunds for Services) due to the termination of the Agreement and/or the DPA in accordance with this paragraph (excluding the obligations relating to the termination of this DPA set forth below).
3. Securiti will not be liable in the event of any claim brought by a third party, including, without limitation, a Data Subject, arising from any act or omission of Securiti, to the extent that such is a result of Client’s instructions.
4. If Client provides Securiti or any of the entities of the Securiti Group with instructions, requests, suggestions, comments or feedback (whether orally or in writing) with respect to the Services, Client acknowledges that any and all rights, including intellectual property rights, therein shall belong exclusively to Securiti and that such shall be considered Securiti’s intellectual property without restrictions or limitations of any kind, and Client hereby irrevocably and fully transfers and assigns to Securiti any and all intellectual property rights therein and waives any and all moral rights that Client may have in respect thereto.

3. RIGHTS OF DATA SUBJECTS

If Securiti receives a request from a Data Subject to exercise its right to be informed, right of access, right to rectification, erasure, restriction of Processing, data portability, right to object, or its right not to be subject to a decision solely based on automated processing, including profiling (“Data Subject Request”), Securiti shall, to the extent legally permitted, promptly notify and forward such Data Subject Request to Client. Taking into account the nature of the Processing, Securiti shall use commercially reasonable efforts to assist Client using appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. To the extent legally permitted, Client shall be responsible for any costs arising from Securiti’s provision of such assistance.

4. SECURITI PERSONNEL

1. Confidentiality. Securiti shall ensure that authorized persons engaged in the Processing of Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or other obligation of confidentiality.
2. Securiti may disclose and Process the Client Personal Data (a) as permitted hereunder (b) to the extent required by a court of competent jurisdiction or other Supervisory Authority and/or otherwise as required by applicable laws or applicable Data Protection Laws and Regulations.

5. AUTHORIZATION REGARDING SUB-PROCESSORS

1. General Authorization for Use of Sub-processors. Client hereby expressly and generally authorizes Securiti to engage Sub-processors to Process Client Personal Data, and Securiti’s current list of Sub-processors is enclosed in Schedule 2 to the DPA.
2. Notification for Change in Sub-processors. Securiti shall provide notification of any new Sub-processor(s) before authorizing such new Sub-processor(s) to Process Client Personal Data in connection with the provision of the Services. In order to receive such notification, Client shall subscribe to notifications of new Sub-processors on the Securiti website, available at http://status.securiti.ai.
3. Objection Right for New Sub-processors. Client may reasonably object to Securiti’s use of a new Sub-processor for reasons related to the GDPR by notifying Securiti promptly in writing at [email protected] within three (3) business days after receipt of Securiti’s notice in accordance with the mechanism set out in Section 5.2, and such written objection shall include the reasons related to the GDPR for objecting to Securiti’s use of such new Sub-processor. Failure to object to such new Sub-processor in writing within three (3) business days following Securiti’s notice shall be deemed as acceptance of the new Sub-Processor. In the event Client reasonably objects to a new Sub-processor, Securiti will use reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client’s use of the Services to avoid Processing of Client Personal Data by the objected-to new Sub-processor without unreasonably burdening the Client. If Securiti is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Client may, as a sole remedy, terminate the Agreement and this DPA solely with respect to those Services which cannot be provided by Securiti without the use of the objected-to new Sub-processor. Client must exercise this remedy by providing written notice to Securiti, provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Securiti. Until a decision is made regarding the new Sub-processor, Securiti may temporarily suspend the Processing of the affected Personal Data. Client will have no further claims against Securiti due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in accordance with this paragraph.
4. Agreements with Sub-processors. Securiti, in engaging Sub-processors to Process Client Personal Data, agrees to impose contractual terms on such Sub-processors that are materially as protective as those set forth in this DPA. For the avoidance of doubt, this Section 5.3 shall not apply to subcontractors of Securiti that provide ancillary services to support the performance of this DPA and do not directly receive Client Personal Data from Securiti, such as telecommunication services, maintenance and user services, cleaning staff or auditors.

6. SECURITY

1. Controls for the Protection of Client Personal Data. Taking into account the state of the art, the costs of implementation, the scope, context, purposes of the Processing, as well as the risk of varying likelihood and impact on the rights and freedoms of natural persons, Securiti shall maintain appropriate technical and organizational measures pursuant to Article 32 of the GDPR for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the Security Documentation which are hereby approved by Client. Any amendment to such agreed measures that is necessitated by Articles 32 to 36 of GDPR due to a change in the types of Personal Data Processed shall be dealt with via an agreed change control process between Securiti and Client.
2. Third-Party Certifications and Audits. At Client’s cost and expense, and in accordance with this Section 6.2, Securiti shall allow for and contribute to audits, including inspections of Securiti, conducted by the Client (only to the extent that Client is not a competitor of Securiti) or another auditor mandated by Client (who is not a direct or indirect competitor of Securiti) provided that the parties shall agree on the scope, methodology, timing and conditions of such audits and inspections. Upon Client’s written request once per year during the term of this DPA, and subject to the confidentiality obligations set forth in the Agreement and this DPA, Securiti shall make available to Client (only to the extent that Client is not a competitor of Securiti), or Client’s independent, third-party auditor that is not a competitor of Securiti, a copy of Securiti’s then most recent third-party audits or certifications, as applicable (provided, however, that such audits, certifications and the results therefrom, including the documents reflecting the outcome of the audit and/or the certifications, shall only be used by Client to assess compliance with this DPA and/or with applicable Data Protection Laws and Regulations, and shall not be used for any other purpose or disclosed to any third party without Securiti’s prior written approval and, upon Securiti’s request, Client shall return all records or documentation in Client’s possession or control in the context of the audit and/or the certification).. Notwithstanding anything to the contrary, such audits and/or inspections shall not contain, involve, or impact any information that does not belong to the Client.

7. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION

To the extent required under applicable Data Protection Laws and Regulations, Securiti shall notify Client without undue delay after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Personal Data (a “Personal Data Incident”). Securiti shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as Securiti deems necessary and reasonable in order to remediate the cause of such a Personal Data Incident. The obligations herein shall not apply to incidents that are caused by Client or Client’s users. In any event, Client will be the party responsible for notifying supervisory authorities and/or concerned data subjects (where required by Data Protection Laws and Regulations).

8. RETURN AND DELETION OF CLIENT PERSONAL DATA

Subject to the Agreement, Securiti shall, at the choice of Client, delete or return Client Personal Data to Client upon termination or expiry of the Agreement, and shall delete existing copies unless applicable law requires storage of Client Personal Data. If the Client requests Client Personal Data to be returned, Client Personal Data shall be returned in the format generally available for Securiti’s Clients.  In any event, to the extent required or allowed by applicable law, Securiti may retain Client Personal Data for evidence purposes and/or for the establishment, exercise or defence of legal claims and/or to comply with applicable laws and regulations.

9. AUTHORIZED AFFILIATES

1. Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA, the Client enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates. Each Authorized Affiliate agrees to be bound by the obligations under this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Client.

2. Communication. The Client shall remain responsible for coordinating all communication with Securiti under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

10. TRANSFERS OF DATA

1. Transfers to countries that offer adequate level of data protection. Client Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”) and the United Kingdom to countries that offer adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member States, the European Commission, or the United Kingdom (“Adequacy Decisions”), without any further safeguard being necessary.
2. Transfers to other countries. If the Processing of Client Personal Data includes transfers from the EEA to countries outside the EEA which are not subject to an Adequacy Decision (“Other Countries”), the Parties shall enter into the standard data protection clauses adopted by the relevant data protection authorities of the EEA, the Union, the Member States, the European Commission, or the United Kingdom Information Commissioner’s Office (“Standard Contractual Clauses”) or comply with any of the other mechanisms provided for in the GDPR for transferring Personal Data to such Other Countries. To the maximum extent permitted by law, to the extent that Client and Securiti use Standard Contractual Clauses as a mechanism to transfer Client Personal Data, the rights and obligations of the parties shall be performed in accordance with and subject to this DPA. With respect to transfers of Client Personal Data made under this section, where Client is a Controller and Securiti is a Processor, the Standard Contractual Clauses for transfers from Controller to Processor (available in Schedule 3A of this DPA) shall apply; where Client is a Processor and Securiti is a Sub-processor, the Standard Contractual Clauses for transfers and from Processor to Processor (available in Schedule 3B of this DPA), shall apply. With respect to transfers of Client Personal Data from the United Kingdom made under this section, the Standard Contractual Clauses approved by the ICO for transfers of United Kingdom Personal Data (available in Schedule 3C of this DPA) shall apply.

11. TERMINATION

This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services are provided. Sections 2.2, 2.3.3, 2.3.4 12, and 13 shall survive the termination or expiration of this DPA for any reason. This DPA cannot, in principle, be terminated separately from the Agreement, except where the Processing ends before the termination of the Agreement, in which case, this DPA shall automatically terminate.

12. RELATIONSHIP WITH AGREEMENT

In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement.

13. LIMITATION OF LIABILITY

Notwithstanding anything to the contrary in the Agreement and/or in any agreement between the parties and to the maximum extent permitted by law: (A) Securiti’s (including Securiti’s Affiliates’) entire, total and aggregate liability, related to personal data or information privacy, or for breach of, this DPA and/or Data Protection Laws and Regulations, including, without limitation, if any, any indemnification obligation under the Agreement or applicable law regarding data protection or privacy, shall be limited to the amounts paid to Securiti under the Agreement within twelve (12) months preceding the event that gave rise to the claim. This limitation of liability is cumulative and not per incident; (B) In no event will Securiti and/or Securiti Affiliates and/or their third-party providers, be liable under, or otherwise in connection with this DPA for: (i) any indirect, exemplary, special, consequential, incidental or punitive damages; (ii) any loss of profits, business, or anticipated savings;  (iii) any loss of, or damage to data, reputation, revenue or goodwill; and/or (iv) the cost of procuring any substitute goods or services; and (C) The foregoing exclusions and limitations on liability set forth in this Section shall apply: (i) even if Securiti, Securiti Affiliates or third-party providers, have been advised, or should have been aware, of the possibility of losses or damages; (ii) even if any remedy in this DPA fails of its essential purpose; and (iii) regardless of the form, theory or basis of liability (such as, but not limited to, breach of contract or tort).

14. AMENDMENTS

This DPA may be amended at any time by a written instrument duly signed by each of the Parties.

15. LEGAL EFFECT

This DPA shall only become legally binding between Client and Securiti when the formalities steps set out in the Section “INSTRUCTIONS ON HOW TO EXECUTE THIS DPA” below have been fully completed. Securiti may assign this DPA or its rights or obligations hereunder to any Affiliate therefor, or to a successor or any Affiliate thereof, in connection with a merger, consolidation or acquisition of all or substantially all of its shares, assets or business relating to this DPA or the Agreement. Any Securiti obligation hereunder may be performed (in whole or in part) and any Securiti right (including invoice and payment rights) or remedy may be exercised (in whole or in part) by an Affiliate of Securiti.

16. SIGNATURE

The Parties represent and warrant that they each have the power to enter into, execute, perform and be bound by this DPA.

You, as the signing person on behalf of Client, represent and warrant that you have, or you were granted, full authority to bind the Organization and, as applicable, its Authorized Affiliates to this DPA. If you cannot, or do not have authority to, bind the Organization and/or its Authorized Affiliates, you shall not supply or provide Personal Data to Securiti.

By signing this DPA, Client enters into this DPA on behalf of itself and, to the extent required or permitted under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent that Securiti processes Personal Data for which such Authorized Affiliates qualify as the/a “data controller”.

This DPA has been pre-signed on behalf of Securiti.

Instructions on how to execute this DPA.

1. To complete this DPA, you must complete the missing information; and
2. Send the completed and signed DPA to us by email, indicating the Client’s name, to [email protected]

List of Schedules

• SCHEDULE 1 - DETAILS OF THE PROCESSING

• SCHEDULE 2 - SUB-PROCESSOR LIST

• SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES FOR CUSTOMERS

• Schedule 3A – Controller to Processor

• Schedule 3B – Processor to Processor

• Schedule 3C – United Kingdom Standard Contractual Clauses

The parties’ authorized signatories have duly executed this Agreement:

CLIENT:                                        SECURITI INC.

Signature:                                        Signature:        

Client Legal Name:                        Client Legal Name:

Print Name:                                     Print Name:

Title:                                                  Title:

Date:                                                 Date:

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SCHEDULE 1 - DETAILS OF THE PROCESSING

Subject matter and duration

The subject matter and duration of the Processing of the Client Personal Data are set out in the sections of the Agreement addressing scope of services and term and as set forth in this DPA.

Nature and Purpose of Processing

The nature and purpose of the Processing of the Client Personal Data are set out in the sections of the Agreement addressing scope of services and term.

Type of Personal Data

Client may submit Personal Data to the Services, the extent of which is determined and controlled by Client in its sole discretion, includes:

• First name
• Last name
• Address
• Phone number
• Email address
• Payment information
• Any other Personal Data or information that the Client decides to provide to the Securiti or the Services.

In some limited circumstances Personal Data may also come from others sources, for example, in the case of anti-money laundering research, fraud detection or as required by applicable law.

Categories of Data Subjects

Client may submit Personal Data to the Services, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

• Client’s customers and/or clients
• Client’s users authorized by Client to use the Services
• Employees, agents, advisors, freelancers of Client (who are natural persons)
• Prospects, Clients, business partners and vendors of Client (who are natural persons)
• Employees or contact persons of Client’s prospects, Clients, business partners and vendors

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SCHEDULE 2 – SUB-PROCESSOR LIST

Entity Name	Sub-Processing Activities	Entity Country
Amazon Web Services, Inc.	Cloud Service Provider	United States
Amazon Web Services EMEA SARL	Cloud Service Provider	European Union
Zendesk, Inc.	Cloud Customer Support	United States

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SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES

Schedule 3A

To DPA between Securiti and Client

Standard Contractual Clauses

CONTROLLER TO PROCESSOR

SECTION I

Clause 1

Purpose and scope

(a)        The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ([1]) for the transfer of data to a third country.

(b)        The Parties:

(i)        the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii)        the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(c)        These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)        The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a)        These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or 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

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

Interpretation

(a)        Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)        These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c)        These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Not applicable

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

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.

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.

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.

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.

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).

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.

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.

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 (^[2]) (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.

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.

Clause 9

Use of sub-processors

(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 3 business 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. (^[3]) 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.

Clause 10

Data subject rights

(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.

Clause 11

Redress

(a)        The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b)        In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c)        Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i)        lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii)        refer the dispute to the competent courts within the meaning of Clause 18.

(d)        The Parties accept that the data subject may be represented by a not-for-profit body, 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

Liability

(a)        Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b)        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

Supervision

1. 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

 (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 (^[4]);

(iii)        any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c)        The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d)        The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e)        The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f)        Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1           Notification

(a)        The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i)        receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii)        becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

 (b)        If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c)        Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d)        The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e)        Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2           Review of legality and data minimisation

(a)        The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b)        The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c)        The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a)        The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b)        In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c)        The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i)        the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii)        the data importer is in substantial or persistent breach of these Clauses; or

(iii)        the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d)        Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e)        Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Republic of Ireland.

Clause 18

Choice of forum and jurisdiction

(a)        Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)        The Parties agree that those shall be the courts of courts of Dublin, Ireland, as their choice of forum and jurisdiction.

(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.

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APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the Parties

ANNEX I

A.   LIST OF PARTIES

Data exporter(s): 

Name: As defined in the Agreement

Address: As defined in the Agreement

Contact person’s name, position and contact details: As defined in the Agreement

Activities relevant to the data transferred under these Clauses: To receive the services from the data importer.

Signature and date: The effective date of the Agreement.

Role: Data Controller

        

Data importer(s): 

Name: Securiti, Inc.

Address: 3031 Tisch Way Suite 110 Plaza West, San Jose, CA 95128

Contact person’s name, position and contact details: James Stoddard, VP Finance, 408-401-1160, [email protected]

Activities relevant to the data transferred under these Clauses: To provide the services to the data exporter.

Signature and date: The effective date of the Agreement.

Role: Data Processor (Sub-Processor)

B.   DESCRIPTION OF TRANSFER

Data subjects

The personal data transferred concern the following categories of data subjects: See Schedule 1 of the DPA

Categories of data

The personal data transferred concern the following categories of data: See Schedule 1 of the DPA

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data: See Schedule 1 of the DPA

Processing operations

The personal data transferred will be subject to the following basic processing activities: See Schedule 1 of the DPA

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

Transfers will occur on an ongoing basis as reasonably required under the Agreement.

Nature Of Processing

As described in Schedule 1 of the DPA

Purpose(s) of the data transfer and further processing

As described in Schedule 1 of the DPA.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

For the duration of the Agreement and in accordance with the DPA.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

As described in Schedule 1 of the DPA.

C.   COMPETENT SUPERVISORY AUTHORITY

The Irish competent supervisory authority identified above.

Authorised Signature …………………

DATA IMPORTER

Name: James Stoddard

Authorised Signature …………………

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ANNEX II

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

Securiti maintains a comprehensive, written information security program that contains administrative, technical, and physical safeguards that are appropriate to (a) the size, scope and type of Securiti’s business; (b) the type of information that Securiti will store; and (c) the need for security and confidentiality of such information.

Securiti’s security program includes:

1.        Security Awareness and Training.  A mandatory security awareness and training program for all members of Securiti’s workforce (including management), which includes:

• Training on how to implement and comply with its Information Security Program; and
• Promoting a culture of security awareness through periodic communications from senior management with employees.

2.        Access Controls.  Policies, procedures, and logical controls:

• To limit access to its information systems and the facility or facilities in which they are housed to properly authorized persons;
• To prevent those workforce members and others who should not have access from obtaining access; and
• To remove access in a timely basis in the event of a change in job responsibilities or job status.

3.        Physical and Environmental Security.  Controls that provide reasonable assurance that access to physical servers at the production data center, if applicable, is limited to properly authorized individuals and that environmental controls are established to detect, prevent and control destruction due to environmental extremes.  These controls are implemented by Amazon Web Services (AWS) and they are listed here: https://aws.amazon.com/compliance/data-center/controls/. Specific to Securiti:

• Logging and monitoring of unauthorized access attempts to the data center by the data center security personnel;
• Camera surveillance systems at critical internal and external entry points to the data center, with retention of data per legal or compliance requirements;
• Systems that monitor and control the air temperature and humidity at appropriate levels for the computing equipment; and
• Redundant power supply modules and backup generators that provide backup power in the event of an electrical failure, 24 hours a day.

4.        Security Incident Procedures.  A security incident response plan that includes procedures to be followed in the event of any Security Breach. Such procedures include:

• Roles and responsibilities: formation of an internal incident response team with a response leader;
• Investigation: assessing the risk the incident poses and determining who may be affected;
• Communication: internal reporting as well as a notification process in the event of unauthorized disclosure of Customer Data;
• Recordkeeping: keeping a record of what was done and by whom to help in later analysis and possible legal action; and
• Audit: conducting and documenting root cause analysis and remediation plan.

5.        Contingency Planning.  Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, pandemic flu, and natural disaster) that could damage Customer Data or production systems that contain Customer Data.  Such procedures include:

• Data Backups: A policy for performing periodic backups of production data sources, as applicable, according to a defined schedule;
• Disaster Recovery: A formal disaster recovery plan for the production data center, including:

• Requirements for the disaster plan to be tested on a regular basis, currently twice a year; and
• A documented executive summary of the Disaster Recovery testing, at least annually, which is available upon request to customers.

• Business Continuity Plan: A formal process to address the framework by which an unplanned event might be managed in order to minimize the loss of vital resources.

6.        Audit Controls.  Hardware, software, and/or procedural mechanisms that record and examine activity in information systems that contain or use electronic information.

7.        Data Integrity.  Policies and procedures to ensure the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction.

8.        Storage and Transmission Security.  Security measures to guard against unauthorized access to Customer Data that is being transmitted over a public electronic communications network or stored electronically.  Such measures include requiring encryption of any Customer Data stored on desktops, laptops or other removable storage devices.

9.        Secure Disposal.  Policies and procedures regarding the secure disposal of tangible property containing Customer Data, taking into account available technology so that Customer Data cannot be practicably read or reconstructed.

10.        Assigned Security Responsibility.  Assigning responsibility for the development, implementation, and maintenance of Securiti’s security program, including:

• Designating a security official with overall responsibility;
• Defining security roles and responsibilities for individuals with security responsibilities; and
• Designating a Security Council consisting of cross-functional management representatives to meet on a regular basis.

11.        Testing.  Regularly testing the key controls, systems and procedures of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified.  Where applicable, such testing includes:

• Internal risk assessments;
• Service Organization Control 2 (SOC2) audit reports (or industry-standard successor reports).

12.        Monitoring.  Network and systems monitoring, including error logs on servers, disks and security events for any potential problems.  Such monitoring includes:

• Reviewing changes affecting systems handling authentication, authorization, and auditing;
• Reviewing privileged access to Securiti production systems; and
• Engaging third parties to perform network vulnerability assessments and penetration testing on a regular basis.

13.        Change and Configuration Management.  Maintaining policies and procedures for managing changes Securiti makes to production systems, applications, and databases.  Such policies and procedures include:

• process for documenting, testing and approving the patching and maintenance of the Securiti Product;
• A security patching process that requires patching systems in a timely manner based on a risk analysis; and
• A process for Securiti to utilize a third party to conduct application level security assessments.  These assessments generally include testing, where applicable, for:

• Cross-site request forgery
• Services scanning
• Improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing)
• XML and SOAP attacks
• Weak session management
• Data validation flaws and data model constraint inconsistencies
• Insufficient authentication
• Insufficient authorization

14.        Program Adjustments.  Monitoring, evaluating, and adjusting, as appropriate, the security program in light of:

• Any relevant changes in technology and any internal or external threats to Securiti or the Customer Data;
• Security and data privacy regulations applicable to Securiti; and
• Securiti’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.

15.        Devices – Ensuring that all laptop and desktop computing devices utilized by Securiti and any subcontractors when accessing Customer Data:

• will be equipped with a minimum of AES 128 bit full hard disk drive encryption;
• will have up to date virus and malware detection and prevention software installed with virus definitions updated on a regular basis; and
• will maintain virus and malware detection and prevention software so as to remain on a supported release.  This will include, but not be limited to, promptly implementing any applicable security-related enhancement or fix made available by the supplier of such software.

16.         Data Security Breach. “Security Breach” means any security incident if there is a reason to believe Customer Data has been or may have been accessed by an unauthorized party.  

• Securiti will notify Customer of a Security Breach as soon as practicable, but no later than twenty-four (24) hours after Securiti becomes aware of it, by e-mailing Customer with a read receipt at a Customer designated email address, with a copy by e-mail to Securiti’s primary business contact within Customer.
• Securiti agrees that unless required by law, it shall not inform any third party that a Security Breach without Approval. Further, Securiti agrees that Customer shall have the sole right to determine whether notice of the Security Breach is to be provided to consumers associated with Customer Data.

17. Return or Destruction of Customer Data.

• Customer Data may be deleted by Securiti following the termination or suspension of Customer’s use of the Securiti Product.
• Customer may request that Securiti delete Customer Data by notifying the Securiti support team via a ticket filed using the Customer Support link in a Securiti account, or via an email to [email protected] Upon Securiti receiving confirmation from Customer of the deletion request, Securiti will delete all Customer Data from online systems within one business week of such confirmation.
• Securiti may retain Customer Data to the extent required by applicable laws and only to the extent and for such period as required by applicable law.

ANNEX III

LIST OF SUB-PROCESSORS

As described in the Sub-processors List of Securiti’s DPA.

Entity Name	Sub-Processing Activities	Entity Country
Amazon Web Services, Inc.	Cloud Service Provider	United States
Amazon Web Services EMEA SARL	Cloud Service Provider	European Union
Zendesk, Inc.	Cloud Customer Support	United States

Schedule 3B

STANDARD CONTRACTUAL CLAUSES

Processor to Processor

SECTION I

Clause 1

Purpose and scope

(a)        The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (^[5]) for the transfer of personal data to a third country.

(b)        The Parties:

(i)        the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii)        the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(c)        These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)        The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a)        These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or 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

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

Interpretation

(a)        Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)        These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c)        These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Not applicable

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

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 (^[6]). 

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.

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.

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.

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).

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.

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.

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 (^[7]) (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.

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.

Clause 9

Use of sub-processors

(a)        The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least 3 business days in advance, thereby giving the controller 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 controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).

(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. (^[8]) 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

Data subject rights

(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.

Clause 11

Redress

(a)        The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b)        In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c)        Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i)        lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii)        refer the dispute to the competent courts within the meaning of Clause 18.

(d)        The Parties accept that the data subject may be represented by a not-for-profit body, 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

Liability

(a)        Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b)        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

Supervision

1. 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

(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 (^[9]);

(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). 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, 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 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

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.

The data exporter shall forward the notification to the controller.

2. 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.
3. 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.). The data exporter shall forward the information to the controller.
4. 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.
5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2   Review of legality and data minimization

(a)        The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b)        The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. 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

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 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)        Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e)        Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Ireland.

Clause 18

Choice of forum and jurisdiction

(a)        Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)        The Parties agree that those shall be the courts of Dublin, Ireland.

(c)        A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d)        The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

ANNEX I

A.   LIST OF PARTIES

Data exporter(s): 

Name: As defined in the Agreement

Address: As defined in the Agreement

Contact person’s name, position and contact details: As defined in the Agreement

Activities relevant to the data transferred under these Clauses: To receive the services from the data importer.

Signature and date: The effective date of the Agreement.

Role: Data Processor

        

Data importer(s): 

Name: Securiti, Inc.

Address: 3031 Tisch Way Suite 110 Plaza West, San Jose, CA 95128

Contact person’s name, position and contact details: James Stoddard, VP Finance, 408-401-1160, [email protected]

Activities relevant to the data transferred under these Clauses: To provide the services to the data exporter.

Signature and date: The effective date of the Agreement.

Role: Data Processor (Sub-Processor)

B.   DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

As described in Schedule 1 of the DPA

Categories of personal data transferred

As described in Schedule 1 of the DPA.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

As described in Schedule 1 of Securiti’s DPA [https://securiti.ai/terms/].

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

Transfers will occur on an ongoing basis as reasonably required under the Agreement.

Nature of the processing

As described in Schedule 1 of the DPA.  

Purpose(s) of the data transfer and further processing

As described in Schedule 1 of the DPA.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

For the duration of the Agreement and in accordance with the DPA.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

As described in Schedule 1 of the DPA.

C.   COMPETENT SUPERVISORY AUTHORITY

The Irish competent supervisory authority identified above.

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ANNEX II

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

Securiti maintains a comprehensive, written information security program that contains administrative, technical, and physical safeguards that are appropriate to (a) the size, scope and type of Securiti’s business; (b) the type of information that Securiti will store; and (c) the need for security and confidentiality of such information.

Securiti’s security program includes:

1.        Security Awareness and Training.  A mandatory security awareness and training program for all members of Securiti’s workforce (including management), which includes:

• Training on how to implement and comply with its Information Security Program; and
• Promoting a culture of security awareness through periodic communications from senior management with employees.

2.        Access Controls.  Policies, procedures, and logical controls:

• To limit access to its information systems and the facility or facilities in which they are housed to properly authorized persons;
• To prevent those workforce members and others who should not have access from obtaining access; and
• To remove access in a timely basis in the event of a change in job responsibilities or job status.

3.        Physical and Environmental Security.  Controls that provide reasonable assurance that access to physical servers at the production data center, if applicable, is limited to properly authorized individuals and that environmental controls are established to detect, prevent and control destruction due to environmental extremes.  These controls are implemented by Amazon Web Services (AWS) and they are listed here: https://aws.amazon.com/compliance/data-center/controls/. Specific to Securiti:

• Logging and monitoring of unauthorized access attempts to the data center by the data center security personnel;
• Camera surveillance systems at critical internal and external entry points to the data center, with retention of data per legal or compliance requirements;
• Systems that monitor and control the air temperature and humidity at appropriate levels for the computing equipment; and
• Redundant power supply modules and backup generators that provide backup power in the event of an electrical failure, 24 hours a day.

4.        Security Incident Procedures.  A security incident response plan that includes procedures to be followed in the event of any Security Breach. Such procedures include:

• Roles and responsibilities: formation of an internal incident response team with a response leader;
• Investigation: assessing the risk the incident poses and determining who may be affected;
• Communication: internal reporting as well as a notification process in the event of unauthorized disclosure of Customer Data;
• Recordkeeping: keeping a record of what was done and by whom to help in later analysis and possible legal action; and
• Audit: conducting and documenting root cause analysis and remediation plan.

5.        Contingency Planning.  Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, pandemic flu, and natural disaster) that could damage Customer Data or production systems that contain Customer Data.  Such procedures include:

• Data Backups: A policy for performing periodic backups of production data sources, as applicable, according to a defined schedule;
• Disaster Recovery: A formal disaster recovery plan for the production data center, including:

• Requirements for the disaster plan to be tested on a regular basis, currently twice a year; and
• A documented executive summary of the Disaster Recovery testing, at least annually, which is available upon request to customers.

• Business Continuity Plan: A formal process to address the framework by which an unplanned event might be managed in order to minimize the loss of vital resources.

6.        Audit Controls.  Hardware, software, and/or procedural mechanisms that record and examine activity in information systems that contain or use electronic information.

7.        Data Integrity.  Policies and procedures to ensure the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction.

8.        Storage and Transmission Security.  Security measures to guard against unauthorized access to Customer Data that is being transmitted over a public electronic communications network or stored electronically.  Such measures include requiring encryption of any Customer Data stored on desktops, laptops or other removable storage devices.

9.        Secure Disposal.  Policies and procedures regarding the secure disposal of tangible property containing Customer Data, taking into account available technology so that Customer Data cannot be practicably read or reconstructed.

10.        Assigned Security Responsibility.  Assigning responsibility for the development, implementation, and maintenance of Securiti’s security program, including:

• Designating a security official with overall responsibility;
• Defining security roles and responsibilities for individuals with security responsibilities; and
• Designating a Security Council consisting of cross-functional management representatives to meet on a regular basis.

11.        Testing.  Regularly testing the key controls, systems and procedures of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified.  Where applicable, such testing includes:

• Internal risk assessments;
• Service Organization Control 2 (SOC2) audit reports (or industry-standard successor reports).

12.        Monitoring.  Network and systems monitoring, including error logs on servers, disks and security events for any potential problems.  Such monitoring includes:

• Reviewing changes affecting systems handling authentication, authorization, and auditing;
• Reviewing privileged access to Securiti production systems; and
• Engaging third parties to perform network vulnerability assessments and penetration testing on a regular basis.

13.        Change and Configuration Management.  Maintaining policies and procedures for managing changes Securiti makes to production systems, applications, and databases.  Such policies and procedures include:

• process for documenting, testing and approving the patching and maintenance of the Securiti Product;
• A security patching process that requires patching systems in a timely manner based on a risk analysis; and
• A process for Securiti to utilize a third party to conduct application level security assessments.  These assessments generally include testing, where applicable, for:

• Cross-site request forgery
• Services scanning
• Improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing)
• XML and SOAP attacks
• Weak session management
• Data validation flaws and data model constraint inconsistencies
• Insufficient authentication
• Insufficient authorization

14.        Program Adjustments.  Monitoring, evaluating, and adjusting, as appropriate, the security program in light of:

• Any relevant changes in technology and any internal or external threats to Securiti or the Customer Data;
• Security and data privacy regulations applicable to Securiti; and
• Securiti’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.

15.        Devices – Ensuring that all laptop and desktop computing devices utilized by Securiti and any subcontractors when accessing Customer Data:

• will be equipped with a minimum of AES 128 bit full hard disk drive encryption;
• will have up to date virus and malware detection and prevention software installed with virus definitions updated on a regular basis; and
• will maintain virus and malware detection and prevention software so as to remain on a supported release.  This will include, but not be limited to, promptly implementing any applicable security-related enhancement or fix made available by the supplier of such software.

16.         Data Security Breach. “Security Breach” means any security incident if there is a reason to believe Customer Data has been or may have been accessed by an unauthorized party.  

• Securiti will notify Customer of a Security Breach as soon as practicable, but no later than twenty-four (24) hours after Securiti becomes aware of it, by e-mailing Customer with a read receipt at a Customer designated email address, with a copy by e-mail to Securiti’s primary business contact within Customer.
• Securiti agrees that unless required by law, it shall not inform any third party that a Security Breach without Approval. Further, Securiti agrees that Customer shall have the sole right to determine whether notice of the Security Breach is to be provided to consumers associated with Customer Data.

17. Return or Destruction of Customer Data.

• Customer Data may be deleted by Securiti following the termination or suspension of Customer’s use of the Securiti Product.
• Customer may request that Securiti delete Customer Data by notifying the Securiti support team via a ticket filed using the Customer Support link in a Securiti account, or via an email to [email protected] Upon Securiti receiving confirmation from Customer of the deletion request, Securiti will delete all Customer Data from online systems within one business week of such confirmation.
• Securiti may retain Customer Data to the extent required by applicable laws and only to the extent and for such period as required by applicable law.

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ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorized the use of the following sub-processors.

As described in the Sub-processors List of Securiti’s DPA.

Entity Name	Sub-Processing Activities	Entity Country
Amazon Web Services, Inc.	Cloud Service Provider	United States
Amazon Web Services EMEA SARL	Cloud Service Provider	European Union
Zendesk, Inc.	Cloud Customer Support	United States

Schedule 3C

United Kingdom Standard Contractual Clauses

Standard Data Protection Clauses to be issued by the Commissioner under S119A(1) Data Protection Act 2018 

International Data Transfer Agreement

VERSION A1.0, in force 21 March 2022

This IDTA 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 and signatures

Start date
The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties’ details	Full legal name: Trading name (if different):       Main address (if a company registered address):       Official registration number (if any) (company number or similar identifier):	Full legal name: Securiti Inc.             Main address (if a company registered address): Securiti Inc.      Official registration number (if any) (company number or similar identifier): 83-2500426
Key Contact	Full Name (optional):       Job Title:       Contact details including email:	Full Name (optional): James Stoddard      Job Title: VP Finance      Contact details including email:
Importer Data Subject Contact		Job Title: DPO      Contact details including email: Chaks Chigurupati [email protected]
Signatures confirming each Party agrees to be bound by this IDTA	Signed for and on behalf of the Exporter set out above Signed:       Date of signature:       Full name:       Job title:	Signed for and on behalf of the Importer set out above Signed:       Date of signature:       Full name:       Job title:

Table 2: Transfer Details

UK country’s law that governs the IDTA:	⬜ England and Wales ⬜ Northern Ireland ⬜ Scotland
Primary place for legal claims to be made by the Parties	⬜ England and Wales ⬜ Northern Ireland ⬜ Scotland
The status of the Exporter	In relation to the Processing of the Transferred Data: ⬜ Exporter is a Controller ⬜ Exporter is a Processor or Sub-Processor
The status of the Importer	In relation to the Processing of the Transferred Data: ⬜ Importer is a Controller ☒ Importer is the Exporter’s Processor or Sub-Processor ⬜ Importer is not the Exporter’s Processor or Sub-Processor (and the Importer has been instructed by a Third Party Controller)
Whether UK GDPR applies to the Importer	☒ UK GDPR applies to the Importer’s Processing of the Transferred Data ⬜ UK GDPR does not apply to the Importer’s Processing of the Transferred Data
Linked Agreement	If the Importer is the Exporter’s Processor or Sub-Processor – the agreement(s) between the Parties which sets out the Processor’s or Sub-Processor’s instructions for Processing the Transferred Data: Name of agreement:       Date of agreement:       Parties to the agreement:       Reference (if any):       Other agreements – any agreement(s) between the Parties which set out additional obligations in relation to the Transferred Data, such as a data sharing agreement or service agreement: Name of agreement:       Date of agreement:       Parties to the agreement:       Reference (if any):       If the Exporter is a Processor or Sub-Processor – the agreement(s) between the Exporter and the Party(s) which sets out the Exporter’s instructions for Processing the Transferred Data: Name of agreement:       Date of agreement:       Parties to the agreement:       Reference (if any):
Term	The Importer may Process the Transferred Data for the following time period: ☒ the period for which the Linked Agreement is in force ⬜ time period: ⬜ (only if the Importer is a Controller or not the Exporter’s Processor or Sub-Processor) no longer than is necessary for the Purpose.
Ending the IDTA before the end of the Term	⬜ the Parties cannot end the IDTA before the end of the Term unless there is a breach of the IDTA or the Parties agree in writing. ⬜ the Parties can end the IDTA before the end of the Term by serving:       months’ written notice, as set out in Section 29 (How to end this IDTA without there being a breach).
Ending the IDTA when the Approved IDTA changes	Which Parties may end the IDTA as set out in Section ‎29.2: ⬜ Importer ⬜ Exporter ⬜ neither Party
Can the Importer make further transfers of the Transferred Data?	⬜ The Importer MAY transfer on the Transferred Data to another organisation or person (who is a different legal entity) in accordance with Section 16.1 (Transferring on the Transferred Data). ⬜ The Importer MAY NOT transfer on the Transferred Data to another organisation or person (who is a different legal entity) in accordance with Section 16.1 (Transferring on the Transferred Data).
Specific restrictions when the Importer may transfer on the Transferred Data	The Importer MAY ONLY forward the Transferred Data in accordance with Section 16.1: ⬜ if the Exporter tells it in writing that it may do so. ⬜ to:       ⬜ to the authorised receivers (or the categories of authorised receivers) set out in: ⬜ there are no specific restrictions.
Review Dates	⬜ No review is needed as this is a one-off transfer and the Importer does not retain any Transferred Data First review date:       The Parties must review the Security Requirements at least once: ⬜ each       month(s) ⬜ each quarter ⬜ each 6 months ⬜ each year ⬜ each       year(s) ⬜ each time there is a change to the Transferred Data, Purposes, Importer Information, TRA or risk assessment

Table 3: Transferred Data

Transferred Data	The personal data to be sent to the Importer under this IDTA consists of: ☒ The categories of Transferred Data will update automatically if the information is updated in the Linked Agreement referred to. ⬜ The categories of Transferred Data will NOT update automatically if the information is updated in the Linked Agreement referred to. The Parties must agree a change under Section 5.3.
Special Categories of Personal Data and criminal convictions and offences	The Transferred Data includes data relating to: ⬜ racial or ethnic origin ⬜ political opinions ⬜ religious or philosophical beliefs ⬜ trade union membership ⬜ genetic data ⬜ biometric data for the purpose of uniquely identifying a natural person ⬜ physical or mental health ⬜ sex life or sexual orientation ⬜ criminal convictions and offences ⬜ none of the above ⬜ set out in: And: ⬜ The categories of special category and criminal records data will update automatically if the information is updated in the Linked Agreement referred to. ⬜ The categories of special category and criminal records data will NOT update automatically if the information is updated in the Linked Agreement referred to. The Parties must agree a change under Section 5.3.
Relevant Data Subjects	The Data Subjects of the Transferred Data are: ☒ The categories of Data Subjects will update automatically if the information is updated in the Linked Agreement referred to. ⬜ The categories of Data Subjects will not update automatically if the information is updated in the Linked Agreement referred to. The Parties must agree a change under Section 5.3.
Purpose	⬜ The Importer may Process the Transferred Data for the following purposes: ⬜ The Importer may Process the Transferred Data for the purposes set out in: In both cases, any other purposes which are compatible with the purposes set out above. ☒ The purposes will update automatically if the information is updated in the Linked Agreement referred to. ⬜ The purposes will NOT update automatically if the information is updated in the Linked Agreement referred to. The Parties must agree a change under Section 5.3.

Table 4: Security Requirements

Security of Transmission
Security of Storage
Security of Processing
Organisational security measures
Technical security minimum requirements
Updates to the Security Requirements	☒ The Security Requirements will update automatically if the information is updated in the Linked Agreement referred to. ⬜        The Security Requirements will NOT update automatically if the information is updated in the Linked Agreement referred to. The Parties must agree a change under Section 5.3.

Part 2: Extra Protection Clauses

Extra Protection Clauses:
(i) Extra technical security protections
(ii) Extra organisational protections
(iii) Extra contractual protections

Part 3: Commercial Clauses

Commercial Clauses

Part 4: Mandatory Clauses

Information that helps you to understand this IDTA

1. This IDTA and Linked Agreements

1. Each Party agrees to be bound by the terms and conditions set out in the IDTA, in exchange for the other Party also agreeing to be bound by the IDTA.
2. This IDTA is made up of:

1. Part one: Tables;
2. Part two: Extra Protection Clauses;
3. Part three: Commercial Clauses; and
4. Part four: Mandatory Clauses.

3. The IDTA starts on the Start Date and ends as set out in Sections 29 or 30.
4. If the Importer is a Processor or Sub-Processor instructed by the Exporter: the Exporter must ensure that, on or before the Start Date and during the Term, there is a Linked Agreement which is enforceable between the Parties and which complies with Article 28 UK GDPR (and which they will ensure continues to comply with Article 28 UK GDPR).
5. References to the Linked Agreement or to the Commercial Clauses are to that Linked Agreement or to those Commercial Clauses only in so far as they are consistent with the Mandatory Clauses.

2. Legal Meaning of Words

1. If a word starts with a capital letter it has the specific meaning set out in the Legal Glossary in Section 36.
2. To make it easier to read and understand, this IDTA contains headings and guidance notes. Those are not part of the binding contract which forms the IDTA.

3. You have provided all the information required

1. The Parties must ensure that the information contained in Part one: Tables is correct and complete at the Start Date and during the Term.
2. In Table 2: Transfer Details, if the selection that the Parties are Controllers, Processors or Sub-Processors is wrong (either as a matter of fact or as a result of applying the UK Data Protection Laws) then:

1. the terms and conditions of the Approved IDTA which apply to the correct option which was not selected will apply; and
2. the Parties and any Relevant Data Subjects are entitled to enforce the terms and conditions of the Approved IDTA which apply to that correct option.

3. In Table 2: Transfer Details, if the selection that the UK GDPR applies is wrong (either as a matter of fact or as a result of applying the UK Data Protection Laws), then the terms and conditions of the IDTA will still apply to the greatest extent possible.

4. How to sign the IDTA

1. The Parties may choose to each sign (or execute):

1. the same copy of this IDTA;
2. two copies of the IDTA. In that case, each identical copy is still an original of this IDTA, and together all those copies form one agreement;
3. a separate, identical copy of the IDTA. In that case, each identical copy is still an original of this IDTA, and together all those copies form one agreement,

unless signing (or executing) in this way would mean that the IDTA would not be binding on the Parties under Local Laws.

5. Changing this IDTA

1. Each Party must not change the Mandatory Clauses as set out in the Approved IDTA, except only:

1. to ensure correct cross-referencing: cross-references to Part one: Tables (or any Table), Part two: Extra Protections, and/or Part three: Commercial Clauses can be changed where the Parties have set out the information in a different format, so that the cross-reference is to the correct location of the same information, or where clauses have been removed as they do not apply, as set out below;
2. to remove those Sections which are expressly stated not to apply to the selections made by the Parties in Table 2: Transfer Details, that the Parties are Controllers, Processors or Sub-Processors and/or that the Importer is subject to, or not subject to, the UK GDPR. The Exporter and Importer understand and acknowledge that any removed Sections may still apply and form a part of this IDTA if they have been removed incorrectly, including because the wrong selection is made in Table 2: Transfer Details;
3. so the IDTA operates as a multi-party agreement if there are more than two Parties to the IDTA. This may include nominating a lead Party or lead Parties which can make decisions on behalf of some or all of the other Parties which relate to this IDTA (including reviewing Table 4: Security Requirements and Part two: Extra Protection Clauses, and making updates to Part one: Tables (or any Table), Part two: Extra Protection Clauses, and/or Part three: Commercial Clauses); and/or
4. to update the IDTA to set out in writing any changes made to the Approved IDTA under Section 5.4, if the Parties want to. The changes will apply automatically without updating them as described in Section 5.4;

provided that the changes do not reduce the Appropriate Safeguards.

2. If the Parties wish to change the format of the information included in Part one: Tables, Part two: Extra Protection Clauses or Part three: Commercial Clauses of the Approved IDTA, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
3. If the Parties wish to change the information included in Part one: Tables, Part two: Extra Protection Clauses or Part three: Commercial Clauses of this IDTA (or the equivalent information), they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
4. From time to time, the ICO may publish a revised Approved IDTA which:

1. makes reasonable and proportionate changes to the Approved IDTA, including correcting errors in the Approved IDTA; and/or
2. reflects changes to UK Data Protection Laws.

The revised Approved IDTA will specify the start date from which the changes to the Approved IDTA are effective and whether an additional Review Date is required as a result of the changes. This IDTA is automatically amended as set out in the revised Approved IDTA from the start date specified.

6. Understanding this IDTA

1. This IDTA must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
2. If there is any inconsistency or conflict between UK Data Protection Laws and this IDTA, the UK Data Protection Laws apply.
3. If the meaning of the IDTA is unclear or there is more than one meaning, the meaning which most closely aligns with the UK Data Protection Laws applies.
4. Nothing in the IDTA (including the Commercial Clauses or the Linked Agreement) limits or excludes either Party’s liability to Relevant Data Subjects or to the ICO under this IDTA or under UK Data Protection Laws.
5. If any wording in Parts one, two or three contradicts the Mandatory Clauses, and/or seeks to limit or exclude any liability to Relevant Data Subjects or to the ICO, then that wording will not apply.
6. The Parties may include provisions in the Linked Agreement which provide the Parties with enhanced rights otherwise covered by this IDTA. These enhanced rights may be subject to commercial terms, including payment, under the Linked Agreement, but this will not affect the rights granted under this IDTA.
7. If there is any inconsistency or conflict between this IDTA and a Linked Agreement or any other agreement, this IDTA overrides that Linked Agreement or any other agreements, even if those agreements have been negotiated by the Parties. The exceptions to this are where (and in so far as):

1. the inconsistent or conflicting terms of the Linked Agreement or other agreement provide greater protection for the Relevant Data Subject’s rights, in which case those terms will override the IDTA; and
2. a Party acts as Processor and the inconsistent or conflicting terms of the Linked Agreement are obligations on that Party expressly required by Article 28 UK GDPR, in which case those terms will override the inconsistent or conflicting terms of the IDTA in relation to Processing by that Party as Processor.

8. The words “include”, “includes”, “including”, “in particular” are used to set out examples and not to set out a finite list.
9. References to:

1. singular or plural words or people, also includes the plural or singular of those words or people;
2. legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this IDTA has been signed; and
3. any obligation not to do something, includes an obligation not to allow or cause that thing to be done by anyone else.

7. Which laws apply to this IDTA

1. This IDTA is governed by the laws of the UK country set out in Table 2: Transfer Details. If no selection has been made, it is the laws of England and Wales. This does not apply to Section 35 which is always governed by the laws of England and Wales.

How this IDTA provides Appropriate Safeguards

8. The Appropriate Safeguards

1. The purpose of this IDTA is to ensure that the Transferred Data has Appropriate Safeguards when Processed by the Importer during the Term. This standard is met when and for so long as:

1. both Parties comply with the IDTA, including the Security Requirements and any Extra Protection Clauses; and
2. the Security Requirements and any Extra Protection Clauses provide a level of security which is appropriate to the risk of a Personal Data Breach occurring and the impact on Relevant Data Subjects of such a Personal Data Breach, including considering any Special Category Data within the Transferred Data.

2. The Exporter must:

1. ensure and demonstrate that this IDTA (including any Security Requirements and Extra Protection Clauses) provides Appropriate Safeguards; and
2. (if the Importer reasonably requests) provide it with a copy of any TRA.

3. The Importer must:

1. before receiving any Transferred Data, provide the Exporter with all relevant information regarding Local Laws and practices and the protections and risks which apply to the Transferred Data when it is Processed by the Importer, including any information which may reasonably be required for the Exporter to carry out any TRA (the “Importer Information”);
2. co-operate with the Exporter to ensure compliance with the Exporter’s obligations under the UK Data Protection Laws;
3. review whether any Importer Information has changed, and whether any Local Laws contradict its obligations in this IDTA and take reasonable steps to verify this, on a regular basis. These reviews must be at least as frequent as the Review Dates; and
4. inform the Exporter as soon as it becomes aware of any Importer Information changing, and/or any Local Laws which may prevent or limit the Importer complying with its obligations in this IDTA. This information then forms part of the Importer Information.

4. The Importer must ensure that at the Start Date and during the Term:

1. the Importer Information is accurate;
2. it has taken reasonable steps to verify whether there are any Local Laws which contradict its obligations in this IDTA or any additional information regarding Local Laws which may be relevant to this IDTA.

5. Each Party must ensure that the Security Requirements and Extra Protection Clauses provide a level of security which is appropriate to the risk of a Personal Data Breach occurring and the impact on Relevant Data Subjects of such a Personal Data Breach.

9. Reviews to ensure the Appropriate Safeguards continue

1. Each Party must:

1. review this IDTA (including the Security Requirements and Extra Protection Clauses and the Importer Information) at regular intervals, to ensure that the IDTA remains accurate and up to date and continues to provide the Appropriate Safeguards. Each Party will carry out these reviews as frequently as the relevant Review Dates or sooner; and
2. inform the other party in writing as soon as it becomes aware if any information contained in either this IDTA, any TRA or Importer Information is no longer accurate and up to date.

2. If, at any time, the IDTA no longer provides Appropriate Safeguards the Parties must Without Undue Delay:

1. pause transfers and Processing of Transferred Data whilst a change to the Tables is agreed. The Importer may retain a copy of the Transferred Data during this pause, in which case the Importer must carry out any Processing required to maintain, so far as possible, the measures it was taking to achieve the Appropriate Safeguards prior to the time the IDTA no longer provided Appropriate Safeguards, but no other Processing;
2. agree a change to Part one: Tables or Part two: Extra Protection Clauses which will maintain the Appropriate Safeguards (in accordance with Section 5); and
3. where a change to Part one: Tables or Part two: Extra Protection Clauses which maintains the Appropriate Safeguards cannot be agreed, the Exporter must end this IDTA by written notice on the Importer.

10. The ICO

1. Each Party agrees to comply with any reasonable requests made by the ICO in relation to this IDTA or its Processing of the Transferred Data.
2. The Exporter will provide a copy of any TRA, the Importer Information and this IDTA to the ICO, if the ICO requests.
3. The Importer will provide a copy of any Importer Information and this IDTA to the ICO, if the ICO requests.

The Exporter

11. Exporter’s obligations

1. The Exporter agrees that UK Data Protection Laws apply to its Processing of the Transferred Data, including transferring it to the Importer.
2. The Exporter must:

1. comply with the UK Data Protection Laws in transferring the Transferred Data to the Importer;
2. comply with the Linked Agreement as it relates to its transferring the Transferred Data to the Importer; and
3. carry out reasonable checks on the Importer’s ability to comply with this IDTA, and take appropriate action including under Section 9.2, Section 29 or Section 30, if at any time it no longer considers that the Importer is able to comply with this IDTA or to provide Appropriate Safeguards.

3. The Exporter must comply with all its obligations in the IDTA, including any in the Security Requirements, and any Extra Protection Clauses and any Commercial Clauses.
4. The Exporter must co-operate with reasonable requests of the Importer to pass on notices or other information to and from Relevant Data Subjects or any Third Party Controller where it is not reasonably practical for the Importer to do so. The Exporter may pass these on via a third party if it is reasonable to do so.
5. The Exporter must co-operate with and provide reasonable assistance to the Importer, so that the Importer is able to comply with its obligations to the Relevant Data Subjects under Local Law and this IDTA.

The Importer

12. General Importer obligations

1. The Importer must:

1. only Process the Transferred Data for the Purpose;
2. comply with all its obligations in the IDTA, including in the Security Requirements, any Extra Protection Clauses and any Commercial Clauses;
3. comply with all its obligations in the Linked Agreement which relate to its Processing of the Transferred Data;
4. keep a written record of its Processing of the Transferred Data, which demonstrate its compliance with this IDTA, and provide this written record if asked to do so by the Exporter;
5. if the Linked Agreement includes rights for the Exporter to obtain information or carry out an audit, provide the Exporter with the same rights in relation to this IDTA; and
6. if the ICO requests, provide the ICO with the information it would be required on request to provide to the Exporter under this Section 12.1 (including the written record of its Processing, and the results of audits and inspections).

2. The Importer must co-operate with and provide reasonable assistance to the Exporter and any Third Party Controller, so that the Exporter and any Third Party Controller are able to comply with their obligations under UK Data Protection Laws and this IDTA.

13. Importer’s obligations if it is subject to the UK Data Protection Laws

1. If the Importer’s Processing of the Transferred Data is subject to UK Data Protection Laws, it agrees that:

1. UK Data Protection Laws apply to its Processing of the Transferred Data, and the ICO has jurisdiction over it in that respect; and
2. it has and will comply with the UK Data Protection Laws in relation to the Processing of the Transferred Data.

2. If Section 13.1 applies and the Importer complies with Section 13.1, it does not need to comply with:

• Section 14 (Importer’s obligations to comply with key data protection principles);
• Section 15 (What happens if there is an Importer Personal Data Breach);
• Section 15 (How Relevant Data Subjects can exercise their data subject rights); and
• Section 21 (How Relevant Data Subjects can exercise their data subject rights – if the Importer is the Exporter’s Processor or Sub-Processor).

14. Importer’s obligations to comply with key data protection principles

1. The Importer does not need to comply with this Section 14 if it is the Exporter’s Processor or Sub-Processor.  
2. The Importer must:

1. ensure that the Transferred Data it Processes is adequate, relevant and limited to what is necessary for the Purpose;
2. ensure that the Transferred Data it Processes is accurate and (where necessary) kept up to date, and (where appropriate considering the Purposes) correct or delete any inaccurate Transferred Data it becomes aware of Without Undue Delay; and
3. ensure that it Processes the Transferred Data for no longer than is reasonably necessary for the Purpose.

15. What happens if there is an Importer Personal Data Breach

1. If there is an Importer Personal Data Breach, the Importer must:

1. take reasonable steps to fix it, including to minimise the harmful effects on Relevant Data Subjects, stop it from continuing, and prevent it happening again. If the Importer is the Exporter’s Processor or Sub-Processor: these steps must comply with the Exporter’s instructions and the Linked Agreement and be in co-operation with the Exporter and any Third Party Controller; and
2. ensure that the Security Requirements continue to provide (or are changed in accordance with this IDTA so they do provide) a level of security which is appropriate to the risk of a Personal Data Breach occurring and the impact on Relevant Data Subjects of such a Personal Data Breach.

2. If the Importer is a Processor or Sub-Processor: if there is an Importer Personal Data Breach, the Importer must:

1. notify the Exporter Without Undue Delay after becoming aware of the breach, providing the following information:

1. a description of the nature of the Importer Personal Data Breach;
2. (if and when possible) the categories and approximate number of Data Subjects and Transferred Data records concerned;
3. likely consequences of the Importer Personal Data Breach;
4. steps taken (or proposed to be taken) to fix the Importer Personal Data Breach (including to minimise the harmful effects on Relevant Data Subjects, stop it from continuing, and prevent it happening again) and to ensure that Appropriate Safeguards are in place;
5. contact point for more information; and
6. any other information reasonably requested by the Exporter,

2. if it is not possible for the Importer to provide all the above information at the same time, it may do so in phases, Without Undue Delay; and
3. assist the Exporter (and any Third Party Controller) so the Exporter (or any Third Party Controller) can inform Relevant Data Subjects or the ICO or any other relevant regulator or authority about the Importer Personal Data Breach Without Undue Delay.

3. If the Importer is a Controller: if the Importer Personal Data Breach is likely to result in a risk to the rights or freedoms of any Relevant Data Subject the Importer must notify the Exporter Without Undue Delay after becoming aware of the breach, providing the following information:

1. a description of the nature of the Importer Personal Data Breach;
2. (if and when possible) the categories and approximate number of Data Subjects and Transferred Data records concerned;
3. likely consequences of the Importer Personal Data Breach;
4. steps taken (or proposed to be taken) to fix the Importer Personal Data Breach (including to minimise the harmful effects on Relevant Data Subjects, stop it from continuing, and prevent it happening again) and to ensure that Appropriate Safeguards are in place;
5. contact point for more information; and
6. any other information reasonably requested by the Exporter.

If it is not possible for the Importer to provide all the above information at the same time, it may do so in phases, Without Undue Delay.

4. If the Importer is a Controller: if the Importer Personal Data Breach is likely to result in a high risk to the rights or freedoms of any Relevant Data Subject, the Importer must inform those Relevant Data Subjects Without Undue Delay, except in so far as it requires disproportionate effort, and provided the Importer ensures that there is a public communication or similar measures whereby Relevant Data Subjects are informed in an equally effective manner.
5. The Importer must keep a written record of all relevant facts relating to the Importer Personal Data Breach, which it will provide to the Exporter and the ICO on request.

This record must include the steps it takes to fix the Importer Personal Data Breach (including to minimise the harmful effects on Relevant Data Subjects, stop it from continuing, and prevent it happening again) and to ensure that Security Requirements continue to provide a level of security which is appropriate to the risk of a Personal Data Breach occurring and the impact on Relevant Data Subjects of such a Personal Data Breach.

16. Transferring on the Transferred Data

1. The Importer may only transfer on the Transferred Data to a third party if it is permitted to do so in Table 2: Transfer Details Table, the transfer is for the Purpose, the transfer does not breach the Linked Agreement, and one or more of the following apply:

1. the third party has entered into a written contract with the Importer containing the same level of protection for Data Subjects as contained in this IDTA (based on the role of the recipient as controller or processor), and the Importer has conducted a risk assessment to ensure that the Appropriate Safeguards will be protected by that contract; or
2. the third party has been added to this IDTA as a Party; or
3. if the Importer was in the UK, transferring on the Transferred Data would comply with Article 46 UK GDPR; or
4. if the Importer was in the UK transferring on the Transferred Data would comply with one of the exceptions in Article 49 UK GDPR; or
5. the transfer is to the UK or an Adequate Country.

2. The Importer does not need to comply with Section 16.1 if it is transferring on Transferred Data and/or allowing access to the Transferred Data in accordance with Section 23 (Access Requests and Direct Access).

17. Importer’s responsibility if it authorises others to perform its obligations

1. The Importer may sub-contract its obligations in this IDTA to a Processor or Sub-Processor (provided it complies with Section 16).
2. If the Importer is the Exporter’s Processor or Sub-Processor: it must also comply with the Linked Agreement or be with the written consent of the Exporter.
3. The Importer must ensure that any person or third party acting under its authority, including a Processor or Sub-Processor, must only Process the Transferred Data on its instructions.
4. The Importer remains fully liable to the Exporter, the ICO and Relevant Data Subjects for its obligations under this IDTA where it has sub-contracted any obligations to its Processors and Sub-Processors, or authorised an employee or other person to perform them (and references to the Importer in this context will include references to its Processors, Sub-Processors or authorised persons).

What rights do individuals have?

18. The right to a copy of the IDTA

1. If a Party receives a request from a Relevant Data Subject for a copy of this IDTA:

1. it will provide the IDTA to the Relevant Data Subject and inform the other Party, as soon as reasonably possible;
2. it does not need to provide copies of the Linked Agreement, but it must provide all the information from those Linked Agreements referenced in the Tables;
3. it may redact information in the Tables or the information provided from the Linked Agreement if it is reasonably necessary to protect business secrets or confidential information, so long as it provides the Relevant Data Subject with a summary of those redactions so that the Relevant Data Subject can understand the content of the Tables or the information provided from the Linked Agreement.

19. The right to Information about the Importer and its Processing

1. The Importer does not need to comply with this Section 19 if it is the Exporter’s Processor or Sub-Processor.
2. The Importer must ensure that each Relevant Data Subject is provided with details of:

• the Importer (including contact details and the Importer Data Subject Contact);
• the Purposes; and
• any recipients (or categories of recipients) of the Transferred Data;

The Importer can demonstrate it has complied with this Section 19.2 if the information is given (or has already been given) to the Relevant Data Subjects by the Exporter or another party.

The Importer does not need to comply with this Section 19.2 in so far as to do so would be impossible or involve a disproportionate effort, in which case, the Importer must make the information publicly available.

3. The Importer must keep the details of the Importer Data Subject Contact up to date and publicly available. This includes notifying the Exporter in writing of any such changes.
4. The Importer must make sure those contact details are always easy to access for all Relevant Data Subjects and be able to easily communicate with Data Subjects in the English language Without Undue Delay.

20. How Relevant Data Subjects can exercise their data subject rights

1. The Importer does not need to comply with this Section 20 if it is the Exporter’s Processor or Sub-Processor.
2. If an individual requests, the Importer must confirm whether it is Processing their Personal Data as part of the Transferred Data.
3. The following Sections of this Section 20, relate to a Relevant Data Subject’s Personal Data which forms part of the Transferred Data the Importer is Processing.
4. If the Relevant Data Subject requests, the Importer must provide them with a copy of their Transferred Data:

1. Without Undue Delay (and in any event within one month);
2. at no greater cost to the Relevant Data Subject than it would be able to charge if it were subject to the UK Data Protection Laws;
3. in clear and plain English that is easy to understand; and
4. in an easily accessible form

together with

5. (if needed) a clear and plain English explanation of the Transferred Data so that it is understandable to the Relevant Data Subject; and
6. information that the Relevant Data Subject has the right to bring a claim for compensation under this IDTA.

5. If a Relevant Data Subject requests, the Importer must:

1. rectify inaccurate or incomplete Transferred Data;
2. erase Transferred Data if it is being Processed in breach of this IDTA;
3. cease using it for direct marketing purposes; and
4. comply with any other reasonable request of the Relevant Data Subject, which the Importer would be required to comply with if it were subject to the UK Data Protection Laws.

6. The Importer must not use the Transferred Data to make decisions about the Relevant Data Subject based solely on automated processing, including profiling (the “Decision-Making”), which produce legal effects concerning the Relevant Data Subject or similarly significantly affects them, except if it is permitted by Local Law and:

1. the Relevant Data Subject has given their explicit consent to such Decision-Making; or
2. Local Law has safeguards which provide sufficiently similar protection for the Relevant Data Subjects in relation to such Decision-Making, as to the relevant protection the Relevant Data Subject would have if such Decision-Making was in the UK; or
3. the Extra Protection Clauses provide safeguards for the Decision-Making which provide sufficiently similar protection for the Relevant Data Subjects in relation to such Decision-Making, as to the relevant protection the Relevant Data Subject would have if such Decision-Making was in the UK.

21. How Relevant Data Subjects can exercise their data subject rights– if the Importer is the Exporter’s Processor or Sub-Processor

1. Where the Importer is the Exporter’s Processor or Sub-Processor: If the Importer receives a request directly from an individual which relates to the Transferred Data it must pass that request on to the Exporter Without Undue Delay. The Importer must only respond to that individual as authorised by the Exporter or any Third Party Controller.

22. Rights of Relevant Data Subjects are subject to the exemptions in the UK Data Protection Laws

1. The Importer is not required to respond to requests or provide information or notifications under Sections 18, 19, 20, 21 and 23 if:

1. it is unable to reasonably verify the identity of an individual making the request; or
2. the requests are manifestly unfounded or excessive, including where requests are repetitive. In that case the Importer may refuse the request or may charge the Relevant Data Subject a reasonable fee; or
3. a relevant exemption would be available under UK Data Protection Laws, were the Importer subject to the UK Data Protection Laws.

If the Importer refuses an individual’s request or charges a fee under Section 22.1.2 it will set out in writing the reasons for its refusal or charge, and inform the Relevant Data Subject that they are entitled to bring a claim for compensation under this IDTA in the case of any breach of this IDTA.

How to give third parties access to Transferred Data under Local Laws

23. Access requests and direct access

1. In this Section ‎23 an “Access Request” is a legally binding request (except for requests only binding by contract law) to access any Transferred Data and “Direct Access” means direct access to any Transferred Data by public authorities of which the Importer is aware.
2. The Importer may disclose any requested Transferred Data in so far as it receives an Access Request, unless in the circumstances it is reasonable for it to challenge that Access Request on the basis there are significant grounds to believe that it is unlawful.
3. In so far as Local Laws allow and it is reasonable to do so, the Importer will Without Undue Delay provide the following with relevant information about any Access Request or Direct Access: the Exporter; any Third Party Controller; and where the Importer is a Controller, any Relevant Data Subjects.
4. In so far as Local Laws allow, the Importer must:

1. make and keep a written record of Access Requests and Direct Access, including (if known): the dates, the identity of the requestor/accessor, the purpose of the Access Request or Direct Access, the type of data requested or accessed, whether it was challenged or appealed, and the outcome; and the Transferred Data which was provided or accessed; and
2. provide a copy of this written record to the Exporter on each Review Date and any time the Exporter or the ICO reasonably requests.

24. Giving notice

1. If a Party is required to notify any other Party in this IDTA it will be marked for the attention of the relevant Key Contact and sent by e-mail to the e-mail address given for the Key Contact.
2. If the notice is sent in accordance with Section 24.1, it will be deemed to have been delivered at the time the e-mail was sent, or if that time is outside of the receiving Party’s normal business hours, the receiving Party’s next normal business day, and provided no notice of non-delivery or bounceback is received.
3. The Parties agree that any Party can update their Key Contact details by giving 14 days’ (or more) notice in writing to the other Party.

25. General clauses

1. In relation to the transfer of the Transferred Data to the Importer and the Importer’s Processing of the Transferred Data, this IDTA and any Linked Agreement:

1. contain all the terms and conditions agreed by the Parties; and
2. override all previous contacts and arrangements, whether oral or in writing.

2. If one Party made any oral or written statements to the other before entering into this IDTA (which are not written in this IDTA) the other Party confirms that it has not relied on those statements and that it will not have a legal remedy if those statements are untrue or incorrect, unless the statement was made fraudulently.
3. Neither Party may novate, assign or obtain a legal charge over this IDTA (in whole or in part) without the written consent of the other Party, which may be set out in the Linked Agreement.
4. Except as set out in Section 17.1, neither Party may sub contract its obligations under this IDTA without the written consent of the other Party, which may be set out in the Linked Agreement.
5. This IDTA does not make the Parties a partnership, nor appoint one Party to act as the agent of the other Party.
6. If any Section (or part of a Section) of this IDTA is or becomes illegal, invalid or unenforceable, that will not affect the legality, validity and enforceability of any other Section (or the rest of that Section) of this IDTA.
7. If a Party does not enforce, or delays enforcing, its rights or remedies under or in relation to this IDTA, this will not be a waiver of those rights or remedies. In addition, it will not restrict that Party’s ability to enforce those or any other right or remedy in future.
8. If a Party chooses to waive enforcing a right or remedy under or in relation to this IDTA, then this waiver will only be effective if it is made in writing. Where a Party provides such a written waiver:

1. it only applies in so far as it explicitly waives specific rights or remedies;
2. it shall not prevent that Party from exercising those rights or remedies in the future (unless it has explicitly waived its ability to do so); and
3. it will not prevent that Party from enforcing any other right or remedy in future.

What happens if there is a breach of this IDTA?

26. Breaches of this IDTA

1. Each Party must notify the other Party in writing (and with all relevant details) if it:

1. has breached this IDTA; or
2. it should reasonably anticipate that it may breach this IDTA, and provide any information about this which the other Party reasonably requests.

2. In this IDTA “Significant Harmful Impact” means that there is more than a minimal risk of a breach of the IDTA causing (directly or indirectly) significant damage to any Relevant Data Subject or the other Party.

27. Breaches of this IDTA by the Importer

1. If the Importer has breached this IDTA, and this has a Significant Harmful Impact, the Importer must take steps Without Undue Delay to end the Significant Harmful Impact, and if that is not possible to reduce the Significant Harmful Impact as much as possible.
2. Until there is no ongoing Significant Harmful Impact on Relevant Data Subjects:

1. the Exporter must suspend sending Transferred Data to the Importer;
2. If the Importer is the Exporter’s Processor or Sub-Processor: if the Exporter requests, the importer must securely delete all Transferred Data or securely return it to the Exporter (or a third party named by the Exporter); and
3. if the Importer has transferred on the Transferred Data to a third party receiver under Section 16, and the breach has a Significant Harmful Impact on Relevant Data Subject when it is Processed by or on behalf of that third party receiver, the Importer must:

1. notify the third party receiver of the breach and suspend sending it Transferred Data; and
2. if the third party receiver is the Importer’s Processor or Sub-Processor: make the third party receiver securely delete all Transferred Data being Processed by it or on its behalf, or securely return it to the Importer (or a third party named by the Importer).

3. If the breach cannot be corrected Without Undue Delay, so there is no ongoing Significant Harmful Impact on Relevant Data Subjects, the Exporter must end this IDTA under Section 30.1.

28. Breaches of this IDTA by the Exporter

1. If the Exporter has breached this IDTA, and this has a Significant Harmful Impact, the Exporter must take steps Without Undue Delay to end the Significant Harmful Impact and if that is not possible to reduce the Significant Harmful Impact as much as possible.
2. Until there is no ongoing risk of a Significant Harmful Impact on Relevant Data Subjects, the Exporter must suspend sending Transferred Data to the Importer.
3. If the breach cannot be corrected Without Undue Delay, so there is no ongoing Significant Harmful Impact on Relevant Data Subjects, the Importer must end this IDTA under Section 30.1.

Ending the IDTA

29. How to end this IDTA without there being a breach

1. The IDTA will end:

1. at the end of the Term stated in Table 2: Transfer Details; or
2. if in Table 2: Transfer Details, the Parties can end this IDTA by providing written notice to the other: at the end of the notice period stated;
3. at any time that the Parties agree in writing that it will end; or
4. at the time set out in Section ‎29.2.

2. If the ICO issues a revised Approved IDTA under Section ‎5.4, if any Party selected in Table 2 “Ending the IDTA when the Approved IDTA changes”, will as a direct result of the changes in the Approved IDTA have a substantial, disproportionate and demonstrable increase in:

1. its direct costs of performing its obligations under the IDTA; and/or
2. its risk under the IDTA,

and in either case it has first taken reasonable steps to reduce that cost or risk so that it is not substantial and disproportionate, that Party may end the IDTA at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved IDTA.

30. How to end this IDTA if there is a breach

1. A Party may end this IDTA immediately by giving the other Party written notice if:

1. the other Party has breached this IDTA and this has a Significant Harmful Impact. This includes repeated minor breaches which taken together have a Significant Harmful Impact, and

1. the breach can be corrected so there is no Significant Harmful Impact, and the other Party has failed to do so Without Undue Delay (which cannot be more than 14 days of being required to do so in writing); or
2. the breach and its Significant Harmful Impact cannot be corrected;

2. the Importer can no longer comply with Section 8.3, as there are Local Laws which mean it cannot comply with this IDTA and this has a Significant Harmful Impact.

31. What must the Parties do when the IDTA ends?

1. If the parties wish to bring this IDTA to an end or this IDTA ends in accordance with any provision in this IDTA, but the Importer must comply with a Local Law which requires it to continue to keep any Transferred Data then this IDTA will remain in force in respect of any retained Transferred Data for as long as the retained Transferred Data is retained, and the Importer must:

1. notify the Exporter Without Undue Delay, including details of the relevant Local Law and the required retention period;
2. retain only the minimum amount of Transferred Data it needs to comply with that Local Law, and the Parties must ensure they maintain the Appropriate Safeguards, and change the Tables and Extra Protection Clauses, together with any TRA to reflect this; and
3. stop Processing the Transferred Data as soon as permitted by that Local Law and the IDTA will then end and the rest of this Section 29 will apply.

2. When this IDTA ends (no matter what the reason is):

1. the Exporter must stop sending Transferred Data to the Importer;  and
2. if the Importer is the Exporter’s Processor or Sub-Processor: the Importer must delete all Transferred Data or securely return it to the Exporter (or a third party named by the Exporter), as instructed by the Exporter;
3. if the Importer is a Controller and/or not the Exporter’s Processor or Sub-Processor: the Importer must securely delete all Transferred Data.
4. the following provisions will continue in force after this IDTA ends (no matter what the reason is):

• Section 1 (This IDTA and Linked Agreements);
• Section 2 (Legal Meaning of Words);
• Section 6 (Understanding this IDTA);
• Section 7 (Which laws apply to this IDTA);
• Section 10 (The ICO);
• Sections 11.1 and 11.4 (Exporter’s obligations);
• Sections 12.1.2, 12.1.3, 12.1.4, 12.1.5 and 12.1.6 (General Importer obligations);
• Section 13.1 (Importer’s obligations if it is subject to UK Data Protection Laws);
• Section 17 (Importer’s responsibility if it authorised others to perform its obligations);
• Section 24 (Giving notice);
• Section 25 (General clauses);
• Section 31 (What must the Parties do when the IDTA ends);
• Section 32 (Your liability);
• Section 33 (How Relevant Data Subjects and the ICO may bring legal claims);
• Section 34 (Courts legal claims can be brought in);
• Section 35 (Arbitration); and
• Section 36 (Legal Glossary).

How to bring a legal claim under this IDTA

32. Your liability

1. The Parties remain fully liable to Relevant Data Subjects for fulfilling their obligations under this IDTA and (if they apply) under UK Data Protection Laws.
2. Each Party (in this Section, “Party One”) agrees to be fully liable to Relevant Data Subjects for the entire damage suffered by the Relevant Data Subject, caused directly or indirectly by:

1. Party One’s breach of this IDTA; and/or
2. where Party One is a Processor, Party One’s breach of any provisions regarding its Processing of the Transferred Data in the Linked Agreement;
3. where Party One is a Controller, a breach of this IDTA by the other Party if it involves Party One’s Processing of the Transferred Data (no matter how minimal)

in each case unless Party One can prove it is not in any way responsible for the event giving rise to the damage.

3. If one Party has paid compensation to a Relevant Data Subject under Section 32.2, it is entitled to claim back from the other Party that part of the compensation corresponding to the other Party’s responsibility for the damage, so that the compensation is fairly divided between the Parties.
4. The Parties do not exclude or restrict their liability under this IDTA or UK Data Protection Laws, on the basis that they have authorised anyone who is not a Party (including a Processor) to perform any of their obligations, and they will remain responsible for performing those obligations.

33. How Relevant Data Subjects and the ICO may bring legal claims

1. The Relevant Data Subjects are entitled to bring claims against the Exporter and/or Importer for breach of the following (including where their Processing of the Transferred Data is involved in a breach of the following by either Party):

• Section 1 (This IDTA and Linked Agreements);
• Section 3 (You have provided all the information required by Part one: Tables and Part two: Extra Protection Clauses);
• Section 8 (The Appropriate Safeguards);
• Section 9 (Reviews to ensure the Appropriate Safeguards continue);
• Section 11 (Exporter’s obligations);
• Section 12 (General Importer Obligations);
• Section 13 (Importer’s obligations if it is subject to UK Data Protection Laws);
• Section 14 (Importer’s obligations to comply with key data protection laws);
• Section 15 (What happens if there is an Importer Personal Data Breach);
• Section 16 (Transferring on the Transferred Data);
• Section 17 (Importer’s responsibility if it authorises others to perform its obligations);
• Section 18 (The right to a copy of the IDTA);
• Section 19 (The Importer’s contact details for the Relevant Data Subjects);
• Section 20 (How Relevant Data Subjects can exercise their data subject rights);
• Section 21 (How Relevant Data Subjects can exercise their data subject rights– if the Importer is the Exporter’s Processor or Sub-Processor);
• Section 23 (Access Requests and Direct Access);
• Section 26 (Breaches of this IDTA);
• Section 27 (Breaches of this IDTA by the Importer);
• Section 28 (Breaches of this IDTA by the Exporter);
• Section 30 (How to end this IDTA if there is a breach);
• Section 31 (What must the Parties do when the IDTA ends); and
• any other provision of the IDTA which expressly or by implication benefits the Relevant Data Subjects.

1. The ICO is entitled to bring claims against the Exporter and/or Importer for breach of the following Sections: Section 10 (The ICO), Sections 11.1 and 11.2 (Exporter’s obligations), Section 12.1.6 (General Importer obligations) and Section 13 (Importer’s obligations if it is subject to UK Data Protection Laws).
2. No one else (who is not a Party) can enforce any part of this IDTA (including under the Contracts (Rights of Third Parties) Act 1999).
3. The Parties do not need the consent of any Relevant Data Subject or the ICO to make changes to this IDTA, but any changes must be made in accordance with its terms.
4. In bringing a claim under this IDTA, a Relevant Data Subject may be represented by a not-for-profit body, organisation or association under the same conditions set out in Article 80(1) UK GDPR and sections 187 to 190 of the Data Protection Act 2018.

34. Courts legal claims can be brought in

1. The courts of the UK country set out in Table 2: Transfer Details have non-exclusive jurisdiction over any claim in connection with this IDTA (including non-contractual claims).
2. The Exporter may bring a claim against the Importer in connection with this IDTA (including non-contractual claims) in any court in any country with jurisdiction to hear the claim.
3. The Importer may only bring a claim against the Exporter in connection with this IDTA (including non-contractual claims) in the courts of the UK country set out in the Table 2: Transfer Details
4. Relevant Data Subjects and the ICO may bring a claim against the Exporter and/or the Importer in connection with this IDTA (including non-contractual claims) in any court in any country with jurisdiction to hear the claim.
5. Each Party agrees to provide to the other Party reasonable updates about any claims or complaints brought against it by a Relevant Data Subject or the ICO in connection with the Transferred Data (including claims in arbitration).

35. Arbitration

1. Instead of bringing a claim in a court under Section 34, any Party, or a Relevant Data Subject may elect to refer any dispute arising out of or in connection with this IDTA (including non-contractual claims) to final resolution by arbitration under the Rules of the London Court of International Arbitration, and those Rules are deemed to be incorporated by reference into this Section ‎35.
2. The Parties agree to submit to any arbitration started by another Party or by a Relevant Data Subject in accordance with this Section ‎‎35.
3. There must be only one arbitrator. The arbitrator (1) must be a lawyer qualified to practice law in one or more of England and Wales, or Scotland, or Northern Ireland and (2) must have experience of acting or advising on disputes relating to UK Data Protection Laws.
4. London shall be the seat or legal place of arbitration. It does not matter if the Parties selected a different UK country as the ‘primary place for legal claims to be made’ in Table 2: Transfer Details.
5. The English language must be used in the arbitral proceedings.
6. English law governs this Section ‎‎35. This applies regardless of whether or not the parties selected a different UK country’s law as the ‘UK country’s law that governs the IDTA’ in Table 2: Transfer Details.

36. Legal Glossary

Word or Phrase	Legal definition (this is how this word or phrase must be interpreted in the IDTA)
Access Request	As defined in Section 23, as a legally binding request (except for requests only binding by contract law) to access any Transferred Data.
Adequate Country	A third country, or: a territory; one or more sectors or organisations within a third country; an international organisation; which the Secretary of State has specified by regulations provides an adequate level of protection of Personal Data in accordance with Section 17A of the Data Protection Act 2018.
Appropriate Safeguards	The standard of protection over the Transferred Data and of the Relevant Data Subject’s rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved IDTA	The template IDTA A1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 5.4.
Commercial Clauses	The commercial clauses set out in Part three.
Controller	As defined in the UK GDPR.
Damage	All material and non-material loss and damage.
Data Subject	As defined in the UK GDPR.
Decision-Making	As defined in Section 20.6, as decisions about the Relevant Data Subjects based solely on automated processing, including profiling, using the Transferred Data.
Direct Access	As defined in Section 23 as direct access to any Transferred Data by public authorities of which the Importer is aware.
Exporter	The exporter identified in Table 1: Parties & Signature.
Extra Protection Clauses	The clauses set out in Part two: Extra Protection Clauses.
ICO	The Information Commissioner.
Importer	The importer identified in Table 1: Parties & Signature.
Importer Data Subject Contact	The Importer Data Subject Contact identified in Table 1: Parties & Signature, which may be updated in accordance with Section 19.
Importer Information	As defined in Section 8.3.1, as all relevant information regarding Local Laws and practices and the protections and risks which apply to the Transferred Data when it is Processed by the Importer, including for the Exporter to carry out any TRA.
Importer Personal Data Breach	A ‘personal data breach’ as defined in UK GDPR, in relation to the Transferred Data when Processed by the Importer.
Linked Agreement	The linked agreements set out in Table 2: Transfer Details (if any).
Local Laws	Laws which are not the laws of the UK and which bind the Importer.
Mandatory Clauses	Part four: Mandatory Clauses of this IDTA.
Notice Period	As set out in Table 2: Transfer Details.
Party/Parties	The parties to this IDTA as set out in Table 1: Parties & Signature.
Personal Data	As defined in the UK GDPR.
Personal Data Breach	As defined in the UK GDPR.
Processing	As defined in the UK GDPR. When the IDTA refers to Processing by the Importer, this includes where a third party Sub-Processor of the Importer is Processing on the Importer’s behalf.
Processor	As defined in the UK GDPR.
Purpose	The ‘Purpose’ set out in Table 2: Transfer Details, including any purposes which are not incompatible with the purposes stated or referred to.
Relevant Data Subject	A Data Subject of the Transferred Data.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR
Review Dates	The review dates or period for the Security Requirements set out in Table 2: Transfer Details, and any review dates set out in any revised Approved IDTA.
Significant Harmful Impact	As defined in Section 26.2 as where there is more than a minimal risk of the breach causing (directly or indirectly) significant harm to any Relevant Data Subject or the other Party.
Special Category Data	As described in the UK GDPR, together with criminal conviction or criminal offence data.
Start Date	As set out in Table 1: Parties and signature.
Sub-Processor	A Processor appointed by another Processor to Process Personal Data on its behalf. This includes Sub-Processors of any level, for example a Sub-Sub-Processor.
Tables	The Tables set out in Part one of this IDTA.
Term	As set out in Table 2: Transfer Details.
Third Party Controller	The Controller of the Transferred Data where the Exporter is a Processor or Sub-Processor If there is not a Third Party Controller this can be disregarded.
Transfer Risk Assessment or TRA	A risk assessment in so far as it is required by UK Data Protection Laws to demonstrate that the IDTA provides the Appropriate Safeguards
Transferred Data	Any Personal Data which the Parties transfer, or intend to transfer under this IDTA, as described in Table 2: Transfer Details
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	As defined in Section 3 of the Data Protection Act 2018.
Without Undue Delay	Without undue delay, as that phase is interpreted in the UK GDPR.

Alternative Part 4 Mandatory Clauses:

Mandatory Clauses

Part 4: Mandatory Clauses of the Approved IDTA, being the template IDTA A.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎5.4 of those Mandatory Clauses.

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