Veza DPA (EEA) – 260204

DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA”) is effective as of the date of the later signature below and is between Veza Technologies, Inc. (“Processor”), and the entity identified on the signature page hereto as “Controller” (“Controller”). Intending to be legally bound hereby, Processor and Controller agree as follows:

1. DEFINITIONS. In this DPA:

“Data Processing Exhibit” is the Exhibit hereto that describes Processor’s Processing activities. Appendix 1 to the Standard Contractual Clauses incorporated into this DPA shall be deemed to be the same as the Data Processing Exhibit.

“Data Protection Law” means any present or future law or regulation that relates to data privacy, data security, or the use or other processing of Personal Data, including without limitation: (a) Privacy and Electronic Communications Directive 2002/58/EC on Privacy and Electronic Communications (together with any related laws adopted by any EEA member states and together with any related regulations, “ePrivacy Directive”); (b) EU Regulation 2016/679 (together with any related laws adopted by any EEA member states or adopted by Switzerland and together with any related regulations, “GDPR”); (c) the UK Privacy and Electronic Communications Regulations 2003; (d) the UK Data Protection Act of 2018 (“UK Data Protection Law”); (e) California Consumer Privacy Act of 2018 (together with any amendments and final regulations issued thereto, “CCPA”); (f) other states with comprehensive consumer privacy laws similar to the CCPA and as identified in the US Privacy Laws supplement; (g) laws and regulations which require the Controller (defined below) to impose security obligations on Processor; (h) any laws, regulations or decisions that ratify, implement, adopt, supplement or replace any of the foregoing; and (i) any amendments, updates, or replacements to any of the foregoing.

“Data Regulator” means any local, state, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws, including without limitation any “Supervisory Authority” as defined in GDPR.

“Data Subject” means any person to whom Personal Data relates. “Data Subject” includes without limitation “data subject”, as defined in Data Protection Law.

“EEA” means the European Economic Area.

“Incorporated Agreement” means any agreement that is incorporated into this DPA.

“Permitted Sub-Processors” means the sub-processors authorized by Controller pursuant to Section 3.1.

“Personal Data” means information provided to, collected by, or otherwise Processed by Processor in connection with the Services that identifies, relates to, describes, is capable of being associated with, or could be linked to, directly or indirectly, a natural person; “Personal Data” includes without limitation information regulated under Data Protection Law.

“Principal Agreement” means: (a) the agreement specified as the Principal Agreement on the Data Processing Exhibit; (b) any other agreement under which Processor will Process Personal Data; (c) any agreement that incorporates this DPA; and (d) any other agreement entered into in connection with any agreement described in preceding clauses (a), (b), or (c).

“Processing” means any creation, access, modification, disclosure, transfer, storage, deletion, destruction, or other use of Personal Data; “Processing” includes without limitation “processing”, as defined in Data Protection Laws. “Process” and “Processed” shall be construed in accordance with the preceding sentences of this definition.

“Relevant Country” means all countries other than those within the European Union or EEA and countries in respect of which an adequacy finding under Article 25(6) of the European Data Protection Directive or Article 45 of the GDPR has been given.

“Security Breach” means with respect to Personal Data (1) a “Personal Data Breach” as defined in GDPR; (2) a breach of security or other breach of Personal Data under any other Data Protection Law; or (3) any other unauthorized access, unauthorized acquisition, unauthorized destruction, unauthorized deletion, unauthorized disclosure, unauthorized use. unauthorized modification, loss, or misappropriation of Personal Data or other compromise of the security, confidentiality, integrity, or availability of Personal Data.

“Security Exhibit” is the Exhibit hereto that describes Processor’s technical and organizational measures for securing Personal Data. Appendix 2 to the Standard Contractual Clauses incorporated into this DPA shall be deemed to be the same as the Security Exhibit.

“Services” means goods, services, technology or other products provided by Processor to Controller under a Principal Agreement, and any evaluation by the Controller of Processor’s goods, services, technology or other products.

“Standard Contractual Clauses” means the Standard Contractual Clauses set out in the European Commission’s Decision 2010/87/EU of 5 February 2010 (as may be amended, updated or superseded from time to time), as set out in the Standard Contractual Clauses Exhibit.

2. PROCESSING OF PERSONAL DATA

2.1 Personal Data is the confidential information of the Controller. Processor shall (a) Process Personal Data for the exclusive benefit of the Controller and solely for the business purpose of providing the Services to the Controller under the Principal Agreements and on other documented instructions of the Controller; (b) not retain, use, disclose or otherwise Process Personal Data for any purpose except as set forth in the preceding clause (a); (c) not sell Personal Data; and (d) Process Personal Data in compliance with Data Protection Laws. A summary of Processor’s Processing activities is included in the Data Processing Exhibit, and Processor and the Controller may include additional Processing activities under this DPA by completing and signing additional Data Processing Exhibits. With respect to CCPA, each Controller is a “business” (as defined in CCPA) and is engaging Processor as a “service provider” (as defined in CCPA) to Process Personal Data in the performance of the Services on behalf of the Controller. With respect to GDPR, Controller is a “controller” (as defined in GDPR) and Processor is a “processor” (as defined in GDPR). *

2.2 Except as set forth in Section 2.3, Processor shall not disclose Personal Data to any person or entity except Permitted Recipients and shall not permit Personal Data to be Processed by any person or entity except Permitted Recipients. “Permitted Recipients” are Processor’s current employees and Permitted Sub-Processors who both (a) have a need to access Personal Data to provide the Services; and (b)(i) with respect to employees, have agreed in writing with Processor to Process and maintain the confidentiality of Personal Data pursuant to obligations which are at least as restrictive and protective of Personal Data as Processor’s obligations to the Controller under this DPA; and (ii) with respect to Permitted Sub-Processors, comply with Section 3.f and Section 3.2 of this DPA. Processor agrees (1) to require each Permitted Recipient to comply with this DPA to the same extent that Processor is obligated to comply with this DPA; (2) that with respect to Personal Data, any action or failure to take action by a Permitted Recipient shall be deemed to be Processor’s action or failure to take action.

2.3 Subject to the next sentence, if Processor is required by applicable law to disclose Personal Data to any person other than Permitted Recipients, then Processor shall (a) before making such disclosure, notify Controller of such impending disclosure; (b) cooperate with Controller to enable Controller to obtain a protective order or other similar order with respect to disclosure of Personal Data; and (c) disclose only the minimum of Personal Data that is required to be disclosed in order to comply with applicable law, whether or not a protective order or other order has been obtained. If Processor is prohibited by applicable law from complying with the previous sentence and Processor does disclose Personal Data other than to a Permitted Recipient, then Processor shall notify Controller in writing of the details of such disclosure without undue delay after Processor is no longer prohibited by applicable law from making such disclosure to Controller.

2.4 Within undue delay after Controller’s request, Processor shall identify to Controller the person responsible at Processor for handling Personal Data.

2.5 Processor shall ensure that Personal Data subject to GDPR is not transferred to a Relevant Country, except to the extent that this DPA incorporates Standard Contractual Clauses that permit such transfer. After Controller’s request following a Security Breach, Processor shall without undue delay identify to Controller the locations of Personal Data.

3. SUB-PROCESSING OF PERSONAL DATA

3.1 Controller hereby authorizes Processor to engage (a) the entities listed in the Data Processing Exhibit as Permitted Sub-Processors to Process Personal Data in compliance with this DPA; and (b) any additional entity (“Proposed Sub-Processor”) retained by Processor to Process Personal Data in compliance with this DPA so long as: (1) Processor provides Controller with written notice 45 days before permitting the Proposed Sub-Processor to Process Personal Data, (2) Controller does not object to the Proposed Sub-Processor within 30 days after receiving the notice under preceding Section 3.1(b)(1), and (3) Processor complies with this DPA with respect to such Proposed Sub-Processor. If Controller does not approve of any Proposed Sub-Processor, such approval not to be unreasonably withheld, then Controller shall notify Processor of such determination, and the parties agree to work together in good faith to resolve such concerns. To the extent that they cannot be resolved, Processor shall either cease its use of the Proposed Sub-Processor to process the Personal Data or Controller may terminate that portion of the Services that require the use of the Proposed Sub-Processor.

3.2 Processor shall impose on each Permitted Sub-Processor, by way of contract, data protection obligations that comply with GDPR Article 28.3(d) and that obligate the Permitted Sub-Processor to Process and maintain the confidentiality of Personal Data pursuant to obligations which are at least as restrictive and protective of Personal Data as Processor’s obligations to the Controller under this DPA.

4. DATA SUBJECT RIGHTS. 

As part of the Services, Processor shall assist the Controller promptly (and, in any event, within any timeframe required by Data Protection Law) in utilizing Processor’s system to enable Controller to respond to, and fulfill, requests from Data Subjects to exercise rights provided to Data Subjects under Data Protection Law (such rights, “Data Subject Rights”), including to (a) delete Personal Data; (b) provide access to Personal Data; (c) provide a copy of Personal Data; (d) correct Personal Data; (e) restrict Processing of Personal Data; (f) provide Personal Data in a portable format; and (g) terminate any sales of Personal Data. Processor shall provide Controller in writing Processor’s process for enabling the fulfillment of exercises of Data Subject Rights. Controller will be solely responsible for responding to Data Subject requests to exercise rights, provided that Processor will reasonably cooperate with Controller in relation to Data Subject requests to the extent Controller is unable to fulfil such Data Subject requests using the Processor’s system. Processor will instruct the Data Subject to contact the Controller in the event it receives a Data Subject request directly. 

5. SECURITY; SECURITY BREACHES

5.1 With respect to Personal Data, Processor shall implement, maintain, and document in a written information security plan physical, administrative, technical and organizational measures that comply with Data Protection Law and that are appropriate to both the nature of the Personal Data being Processed by Processor and any risks associated with such Processing (such measures, including the Security Exhibit hereto, “Security Controls”), and such Security Controls shall (a) protect against unauthorized access, unauthorized acquisition, unauthorized destruction, unauthorized deletion, unauthorized disclosure, unauthorized use, unauthorized modification, loss, or misappropriation of Personal Data or other compromise of the security, confidentiality, integrity, or availability of Personal Data; (b) ensure that Personal Data is logically isolated and separated from other information or databases stored, handled or Processed by Processor for itself or third parti es; (c) ensure that copies of Personal Data are not made except to the extent necessary to provide the Services to the Controller; and (d) ensure that Permitted Recipients are (i) provided access to the minimum amount of Personal Data that is needed to perform the Services; (ii) trained at least annually in applicable personal data security and privacy safeguards; and (iii) disciplined by Processor through appropriate measures for violations of such safeguards.

5.2 Processor shall (a) promptly investigate each Security Breach; and (b) take all reasonable steps to limit, stop or otherwise remedy any Security Breach, which may include development and execution of a written plan to reduce the likelihood of a recurrence of a Security Breach.

5.3 Processor shall notify Controller in writing of a Security Breach promptly and without undue delay, after Processor first becomes aware of a Security Breach. Such notification shall include, at a minimum: (a) a description of the nature of the Security Breach, the categories and numbers of Data Subjects affected, and the categories and numbers of Personal Data records affected; (b) identification of the name and contact details of the data protection officer or other person at Processor and relevant Permitted Recipient(s) from whom additional information can be obtained; (c) a description of the likely consequences of the Security Breach; and (d) a description of the measures taken or proposed to be taken to address the Security Breach. Following the initial notification described in this Section 5.3, Processor shall promptly provide Controller with any further information regarding the Security Breach that: (i) results from Processor’s response to the Security Breach; (ii) is necessary to enable the Controller to meet the notification obligations and other obligations of the Controller under Data Protection Law; or (iii) is relevant to enable the Controller to fully understand and assess the Security Breach’s cause and effects.

5.4 Processor shall reasonably (a) cooperate with and assist the Controller, its agents, and Data Regulators in connection with any investigation, response and other activities that the Controller or Data Regulators may wish to conduct with respect to such Security Breach; and (b) provide the Controller and Data Regulators with information requested by the Controller or Data Regulators in connection with the Security Breach.

5.5 Except to the extent required by law, Processor shall not make any notification of a Security Breach without Controller’s prior written consent to either any Data Subject whose Personal Data may have been affected by a Security Breach or to any third party other than to law enforcement, to Processor’s Security Breach response service providers, and to other entities affected by the Security Breach.

6. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION. 

As part of the Services, Processor shall provide reasonable assistance to the Controller with any data protection impact assessments, and prior consultations with a Data Regulator or other competent data privacy authorities, which the Controller reasonably consider to be required by Articles 35 and 36 of the GDPR or equivalent provisions of any other Data Protection Law, taking into account the nature of the Processing and information available to Processor.

7. DELETION OR RETURN OF PERSONAL DATA

7.1 Processor’s Obligation to Delete Personal Data at Termination or Expiration of Services. After a 10 day period following the termination or expiration of Services for which Processor is Processing Personal Data, Processor shall destroy and delete, and procure the destruction and deletion of, all Controller Personal Data , except to the extent prohibited by applicable law. Processor shall certify in writing to any requesting Controller that Processor has complied with its obligations under this Section 7.1 within a reasonable period after receipt of the requesting Controller’s request for such certification, and in such certification, Processor shall disclose any applicable laws under which Processor is retaining Personal Data.

7.2 Processor’s General Obligation to Delete Personal Data at Controller Request. A Controller may in its absolute discretion by written notice to Processor at any time during the Services for which Processor is Processing Personal Data, require Processor to, and Processor shall (a) delete and procure the deletion of all such Controller’s Personal Data; and (b) upon written request, within a reasonable period after the date of the Controller’s notice under this Section 7.2, certify in writing to the Controller that Processor has deleted and procured the deletion of all Personal Data as required by this Section 7.2, and in such certification, Processor shall disclose any applicable laws under which Processor is retaining Personal Data.

7.3 Processor’s Obligation to Return Personal Data at Controller Request. Upon written request within 10 days following the termination or expiration of Services for which Processor is Processing Personal Data, Controller may in its absolute discretion by written notice to Processor at any time require Processor to, and Processor shall (a) return a complete copy of all such Controller’s Personal Data to such Controller by secure file transfer in such format as is reasonably specified by the Controller; and (b) upon written request, within a reasonable period after the date of the Controller’s notice under this Section 7.3, certify in writing to the Controller that Processor has returned a complete copy of all Personal Data as required by this Section 7.3. For the avoidance of doubt, after such 10 day period following the termination or expiration of Services for which Processor is Processing Personal Data, Processor will delete all Personal Data in accordance with its standard operating procedures unless legally prohibited.

8. INFORMATION; AUDITS

8.1 Processor shall provide the Controller with such information as the Controller reasonably request from time to time with respect to Processor’s compliance with Processor’s obligations under this DPA by granting Controller with access to reasonable and industry recognized documentation, including the results of any audits or tests performed on Processor’s information systems or security controls or on any components thereof, evidencing the policies and procedures governing the security and privacy of Personal Data though a self-access documentation portal at no additional cost. To the extent that Controller has not reasonably been able to satisfy its audit requirements by following the procedure outlined in this Section 8.1, Processor will provide Controller with such further assistance as may reasonably be required to substantially satisfy such requirements.

9. GENERAL TERMS

9.1 This DPA: (a) is incorporated into each Principal Agreement; (b) together with any exhibits, schedules or other attachments hereto is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior such agreements; (c) may not be amended or in any manner modified except in writing signed by the parties; and (d) shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Principal Agreement without regard to its choice of law provisions and the parties shall be subject to the exclusive jurisdiction of, and exclusive venue in, the courts specified in the Principal Agreement. If any provision of this DPA is found by a court to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed herein.

9.2 If this DPA conflicts with any other agreement between Processor and any Controller (a “Conflicting Agreement”), then this DPA shall control to the extent of such conflict, and the conflicting provision of the Conflicting Agreement shall be disregarded to the extent of such conflict.

9.3 Any communication required or otherwise made under this DPA (“Notice”) shall be made to a party at its address on the applicable signature page hereto. Notice shall be made by either personal delivery, certified mail, or commercial overnight delivery, provided however that Notices by Processor under Section 2.3 or Section 5.3 shall be made to privacy@veza.com followed promptly by written confirmation to Controller’s street address for Notice. A copy of any Notice made pursuant to this Section 9.3 shall be deemed to have been given when such Notice is actually received. A party may change its address for receipt of Notice pursuant to this Section 9.3.

9.4 This DPA shall be for a term of 1 year and shall automatically renew for successive 1-year terms. A party may terminate this DPA upon 90 days’ prior written notice to the other party. Notwithstanding expiration or termination of this DPA: (a) all rights and obligations hereunder with respect to Personal Data shall continue in effect; and (b) this DPA shall continue to be effective to the extent this DPA governs Personal Data under, or is incorporated by reference into, any other agreement between Processor and any Controller.

9.5 Signatures. A party’s signature to this DPA shall also be deemed to be such party’s signature to the Data Processing Exhibit, Security Exhibit and any other exhibit or attachment to this DPA and to each Incorporated Agreement and to each part of any Incorporated Agreement, including without limitation appendices or annexes that are part of any Incorporated Agreement. For the avoidance of doubt, each Controller’s signature to this DPA shall be deemed such Controller’s signature as a data exporter under the Standard Contractual Clauses incorporated into this DPA (including the relevant Appendices), and Processor’s signature to this DPA shall be deemed Processor’s signature as a data importer under the Standard Contractual Clauses incorporated into this DPA (including the relevant Appendices). A party may reproduce signature pages to this DPA and attach such signature pages to the Standard Contractual Clauses, Data Processing Exhibit (as Appendix 1 to the Standard Contractual Clauses) and Security Exhibit (as Appendix 2 to the Standard Contractual Clauses) as if such signature pages had been originally included in such Standard Contractual Clauses, Data Processing Exhibit (as Appendix 1 to the Standard Contractual Clauses) and Security Exhibit (as Appendix 2 to the Standard Contractual Clauses). This DPA may be executed and delivered in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one agreement.

9.6 Controller. Any Controller may become a party to this DPA and any Incorporated Agreement by signing and submitting to Processor a signature page substantially in the form of Controller’s signature page hereto, and upon such submission, the Controller will be an additional party under this DPA. For the avoidance of doubt, the Personal Data of a Controller is subject to this DPA and each Incorporated Agreement, even if such Controller does not become a party to this DPA or any Incorporated Agreement under the preceding sentence. The Controller (a) are not acting as joint controllers within the meaning of GDPR but (b) will coordinate their activities directed at Processor through Controller. Controller Subsidiaries are third party beneficiaries of this DPA.

[SIGNATURE PAGES FOLLOW]

[CONTROLLER SIGNATURE PAGE]:

[Controller Company Name]

By:

Printed Name:

Title:

Date:

Jurisdiction of Formation; Entity Type:

Street address for notice:

[PROCESSOR SIGNATURE PAGE]

VEZA TECHNOLOGIES, INC.

By:

Printed Name:

Title:

Date:

Jurisdiction of Formation; Entity Type:

Street address for notice:

DATA PROCESSING EXHIBIT
(and Appendix 1 to the Standard Contractual Clauses)

This Data Processing Exhibit (and Appendix 1 to the Standard Contractual Clauses) is incorporated into the DPA to which this Exhibit is attached.

The following are the names and contact details of Controller which are data exporters under Standard Contractual Clauses:

Controller:;

Attention:;

Telephone:

Email:

The details of the Processing taking place under this DPA are set out below.

1. Principal Agreement:

2. Controller (Controllers and data exporters). The Controller are (please specify briefly Controller’ activities relevant to the transfer);

3. Processor (Processors and data importers). The Processor is (please specify briefly Processor’s activities relevant to the transfer):

Veza Technologies, Inc., a global SaaS provider of data protection services.

4. Data subjects. The Personal Data transferred concern the following categories of data subjects (please specify):

Data subjects transferred are limited to user identities configured in Controller’s identity providers and applications.

5. Categories of data. The Personal Data transferred concern the following categories of data (please specify):

Personal Data transferred consists of system username, first name, last name, and various other properties configured within the Controller’s identity provider and documented in the product user manual.

6. Special categories of data (if appropriate). The Personal Data transferred concern the following special categories of data (please specify):

No special categories of data are transferred.

7. Processing operations. The Personal Data transferred will be subject to the following basic processing activities (please specify):

Data transferred is used to show which Processor systems a Processor’s users have access to.

Except as limited by applicable law, data importer’s system may be used to process Personal Data for purposes of conducting testing (for example, to ensure that Personal Data intended to be used in the system is used accurately), development (for example, to determine more efficient ways to process Personal Data within data importer’s system), and training (for example, to train internal users of data exporters how to use Personal Data within data importer’s system).

8. Duration of the processing: Duration of this DPA.

9. Permitted Sub-Processors

Permitted Sub-Processor: Full Legal Name	Permitted Sub-Processor: Street Address	Permitted Sub-Processor: Location of data processing activities	Permitted Sub-Processor: Description of data processing activities
Amazon Web Services		us-east-2	Data storage and service hosting

10. As of the effective date of the DPA, Processor processes Personal Data in the following locations: Amazon Web Services, us-east-2

11. Processor’s email address for receiving notices of exercises of Data Subject Rights is as follows: privacy@veza.com 

SECURITY EXHIBIT
(and Appendix 2 to the Standard Contractual Clauses)

This Security Exhibit (and Appendix 2 to the Standard Contractual Clauses) is incorporated into the DPA to which this Exhibit is attached. This Exhibit is included in the term “Security Controls”, as defined in the DPA.

Following are Security Controls that Processor (“Company”) has implemented and that Processor will maintain to protect Personal Data and Systems for so long as Processor is using, accessing, or otherwise Processing Personal Data or using or accessing Systems. “Systems” means applications and other systems (a) used by, or for the benefit of, the Controller; or (b) that are used to access the applications and systems of the Controller.

Processor’s Security Controls are designed, implemented, and maintained to protect data of the Controller against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, including without limitation where the Processing involves the transmission of data over a network, and against all other unlawful forms of Processing, such that these Security Controls will ensure a level of security appropriate to the risks presented by the Processing and the nature of the information to be protected having regard to the state of the art and the cost of their implementation. These Security Controls include, without limitation, the following:

1. Information Security Program. Company maintains an information security program materially aligned with industry standard practices and applicable regulatory requirements (“Information Security Program”). The Information Security Program is designed, with respect to all data and content uploaded for processing in the Service by or for Controller or any Controller employee, contractor, or representative using the Service (“Customer Data”) in Company’s possession or to which Company has access, to incorporate (i) ensure sufficient controls are implemented to protect against anticipated threats to the security or integrity of Customer Data; (ii) protect against unauthorized access to or use of Customer Data; (iii) ensure the secure storage and if applicable, disposal of Customer Data; and, (iv) ensure that all subcontractors of Company, if any, comply with all of the foregoing. Company’s information security program is regularly reviewed by Company management and updated as necessary. As part of its Information Security Program Company shall maintain written policies and standards and train all Personnel with access to Customer Data to maintain awareness of such policies and undergo security awareness training periodically. Controller bears sole responsibility for reviewing the Information Security Program and making an independent determination as to whether it meets Controller’s requirements, taking into account the type and sensitivity of Customer Data that Controller provides to Company.

2. Audit of Company by Independent Third Party. Company completed a SOC2 Type II (or equivalent standard) review of its information security program as of January 2022 and will complete a SOC2 type II (or equivalent standard) review no less than annually thereafter, and will provide a summary report to Customer upon reasonable written request, at the Company’s sole expense. Should any findings be identified, the Company shall evaluate those findings and will design and implement mitigation strategies as needed at its sole expense.

3. Endpoint protection and monitoring. Company shall deploy and maintain on all Company provided user endpoints a Mobile Device Management Software (MDM) and an Endpoint detection and response (EDR) or Antivirus solution.

4. Data Protection. Company shall maintain written policies defining data handling practices and shall classify, protect, store and securely dispose of Customer Data in line with the requirements defined within such policies. Company uses industry standard encryption techniques to protect sensitive data in storage and transport.

5. Access Control. Company shall ensure that access to Customer Data in Company’s possession or to which Company has access is restricted to authorized Personnel and that such access is only granted for purposes of fulfilling Company’s obligations under this Agreement. Accessing Customer Data must only be allowed upon successful authentication using mechanisms meeting industry standards and minimum requirements as defined within Company policies. All remote access to Customer Data must be obtained through a secure connection. Company will periodically review user access to verify that access remains restricted to authorized Personnel. Access by Company personnel to Customer Data is removed upon termination of employment or a change in job status that results in personnel no longer requiring access to Customer Data. Company will use industry standard methods to maintain logs of all user access.

6. Secure Software Development. Company maintains written policies defining requirements for developing and implementing the software systems provided for purposes of fulfilling Company’s obligations under this Agreement. Newly developed software systems undergo review, including a security review for significant functionality, testing and approval prior to production implementation.

7. Logging and Monitoring. In alignment with the shared responsibility model, Company will monitor software systems provided under this Agreement to detect and respond to potential threats. Event logs are protected from unauthorized access or modification and are retained in line with Company’s retention policy.

8. Vulnerability Scanning. Company will conduct vulnerability scans of the Company’s software systems on a regular basis and evaluate any identified vulnerabilities. Company will remediate identified vulnerabilities in line with their criticality, including timely implementation of necessary patches, if applicable.

9. Security Incident Response. Company maintains a documented Security Incident Response Plan. Company continuously monitors its systems provided for purposes of fulfilling Company’s obligations under this Agreement and identifying, containing, investigating, resolving, and communicating information related to potential security incidents.

10. Breach Notification. Company agrees to notify Customer in the event of any accidental, unlawful or unauthorized disclosure or access of Customer Data in Company’s possession or to which Company has access (“Security Breach”) providing details of the Security Breach in accordance with applicable laws and regulations. Company further agrees to provide all reasonable cooperation and assistance requested by Customer or Customer’s designated representatives, in the furtherance of any correction, remediation, investigation, or mitigation of effects with respect to a Security Breach. Controller will cooperate with Company by providing any information that is reasonably requested to resolve any Security Breach, identify its root cause(s) and prevent a recurrence. Controller is solely responsible for determining whether to notify the relevant supervisory or regulatory authorities and impacted data subjects in relation to any Security Breach and for providing such notice.

11. Penetration Testing. Annually, Company shall have a penetration test of its systems conducted by an independent qualified third party. Company will share an executive summary of the test with the Customer upon reasonable request.

12. Personnel Security. Company Personnel providing the Services will possess the training, education, experience and skill reasonably necessary to perform the Services. Company requires at least annual security and privacy training for all Company Personnel. Company shall cause a background check to be completed on all Company Personnel assigned by Company to provide Services hereunder prior to the date such Services commence

13. Third-party Security Management. Company performs periodic due diligence with regard to applicable third-parties, if any, to ensure compliance with Company security policies. Should any findings be identified, Company shall evaluate those findings and will require the third-party to design and implement mitigation strategies as needed. 

STANDARD CONTRACTUAL CLAUSES EXHIBIT

This Standard Contractual Clauses Exhibit, including the Standard Contractual Clauses included in this Exhibit, is incorporated into the DPA, and is based on EC-approved Standard Contractual Clauses (EC Decision 2021/914 of 4 June 2021). If there is any conflict between any provision of the Standard Contractual Clauses and any provision of the DPA or any other agreement (including without limitation any other exhibit, schedule, or other attachment thereto), then the provision of the Standard Contractual Clauses will control to the extent of such conflict with respect to the Personal Data that is subject to the Standard Contractual Clauses. Any personal data described in the Standard Contractual Clauses is included in the definition of Personal Data.

SECTION 1

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 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 LA (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 LA (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 LB.

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 LB.

Clause 7 – Docking clause

a. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex LA.

b. Once it has completed the Appendix and signed Annex LA, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex LA.

c. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

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

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 LB, unless on further instructions from the controller, as communicated to the date 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 LB. 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 (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:

a. 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;

b. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;

c. 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

d. 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 shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least fifteen (15) business days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.

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

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

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

e. The data importer shall agree to 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

a. 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 EC, 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 ;

(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 o f 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 avail able 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 infomi 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 the 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 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.