JuliaHub Customer Data Processing Agreement

This Customer Data Processing Agreement (“DPA”) is entered into by and between JuliaHub, Inc. (“JuliaHub”), and Customer. Unless clearly stated otherwise, references to “Sections” in this document refer to sections of this DPA. This DPA is incorporated into the JuliaHub License and Support Agreement executed by Customer and JuliaHub as well as into the JuliaHub Terms of Service published on JuliaHub.com and accepted by the customer or the user, both together or separately referred to in this DPA as the “Agreement.”

With respect to the Processing of Personal Data, the parties agree as follows:

  • Definitions. As used in this DPA, the capitalized terms below have the meanings set forth below.

    • “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq, as amended by the California Privacy Rights Act, and its implementing regulations.

    • “Data Breach” means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Personal Data Processed by JuliaHub or a Sub-processor.

    • “Data Controller” means an entity that determines the purposes and means of the Processing of Personal Data.

    • “Data Processor” means an entity that Processes Personal Data on behalf of a Data Controller.

    • “Data Protection Laws” means all data protection and privacy laws applicable to the Processing of Personal Data under this DPA, including, where applicable, GDPR and CCPA.

    • “EEA” means the member states of the European Union, as well as Iceland, Liechtenstein, and Norway.

    • "EEA Restricted Transfer” means a transfer (or onward transfer) by Customer to JuliaHub of Personal Data originating in the EEA or Switzerland that is subject to GDPR or the Swiss Federal Act on Data Protection, where any required adequacy means can be met by entering into the EU Standard Contractual Clauses.

    • “EU Standard Contractual Clauses” means the standard contractual clauses annexed to Commission Implementing Decision (EU) (2021/914) of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council under Module Two (Transfer controller to processor) or Module Three (Transfer processor to processor), as applicable, as entered by the parties and attached to this DPA as Schedule 3.

    • “GDPR” means Regulation 2016/679 of the European Parliament and of the Council 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) and any member state law implementing the same, and for the purpose of this DPA includes the corresponding laws of the United Kingdom (including the UK GDPR and Data Protection Act 2018).

    • “Personal Data” means any information relating to an identified or identifiable natural person that is (i) included in data that customer uploads and processes through the software and that JuliaHub Processes on behalf of Customer in the course of providing the Services, and (ii) subject to the Data Protection Laws. 

    • “Processing” has the meaning given to it in the GDPR and “process,” “processes” and “processed” shall be interpreted accordingly.

    • “Sensitive Personal Data” means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”), or other personal financial account numbers; (ii) protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); (iii) any information deemed to be “special categories of data,” as defined under GDPR, relating to an individual located in the EEA or the UK; (iv) any information deemed to be “sensitive personal data,” as defined under the Swiss Federal Act on Data Protection of 19 June 1992 (the “FADP”) relating to an individual located in Switzerland. 

    • “Services” means the products and services provided by JuliaHub to Customer under the Agreement. 

    • “Sub-processor” means any Data Processor engaged by JuliaHub to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA.

    • “UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner’s Office under S119A(1) Data Protection Act 2018 and in force as of 21 March 2022, as entered by the parties and attached to this DPA as Schedule 4, as revised by the UK Information Commissioner’s Office from time to time in accordance therewith.

    • “UK Restricted Transfer” means a transfer (or onward transfer) by Customer to JuliaHub of Personal Data originating in the United Kingdom that is subject to UK GDPR where any required adequacy means can be met by entering into the EU Standard Contractual Clauses and the UK Addendum.

  • Relationship with the Agreement.

    • The parties agree that this DPA shall replace any existing DPA or other contractual provisions pertaining to the subject matter contained herein the parties may previously have entered in connection with Services. 

    • In the event of inconsistencies between the provisions of this DPA and the Agreement, the provisions of this DPA shall prevail with regard to the Parties’ data protection obligations. 

    • Each Party shall be responsible for complying with its obligations under this DPA and applicable Data Protection laws. Any liability arising out of, or in connection with a violation of the obligations of this DPA or under applicable data protection law, shall be governed by the liability provisions outlined in the Agreement unless otherwise provided in this DPA. Any claims brought under or in connection with this DPA are subject to the terms and conditions, including but not limited to the exclusions and limitations of liability, set forth in the Agreement.

  • Roles of the Parties; Processing of Personal Data.

    • Customer is the Data Controller of Personal Data, except where Customer acts as a Data Processor for another Data Controller, in which case Customer warrants to JuliaHub that its appointment of JuliaHub as a Data Processor, and its Processing instructions to JuliaHub, have been authorized by the relevant Data Controller. JuliaHub is a Data Processor of Personal Data.

    • Customer agrees that (i) it shall comply with its obligations under the Data Protection Laws in respect of its Processing of Personal Data and any Processing instructions it issues JuliaHub; and (ii) Customer or, where Customer acts as a Processor, the relevant Data Controller, has provided all notices, and obtained all consents and rights, necessary under Data Protection Laws for JuliaHub to Process Personal Data and provide the Services as described in the Agreement. Customer shall promptly notify JuliaHub and cease Processing Personal Data in the event any required authorization or legal basis for Processing is revoked or terminated . Customer further agrees that it shall not provide JuliaHub with any Sensitive Personal Data. Customer acknowledges that JuliaHub is not a “Business Associate” or “Subcontractor” (as those terms are defined in HIPAA) or a payment card processor, and that the Services are not intended to comply with HIPAA or PCI DSS. JuliaHub will have no liability under this DPA for Sensitive Personal Data, notwithstanding anything to the contrary herein.

    • JuliaHub shall comply with and act in accordance with Customer’s documented and agreed-upon lawful Processing instructions, unless Processing is required by applicable law, in which case JuliaHub shall to the extent permitted by applicable law inform Customer of that legal requirement before the relevant Processing. 

    • JuliaHub shall notify Customer where it believes, in its opinion, an instruction of Customer would result in a violation of Data Protection Laws and, pending the withdrawal, amendment, or confirmation of the instruction, shall be entitled to suspend implementation of the instruction. 

    • JuliaHub shall Process Personal Data only for limited and specified purposes as set forth in the Agreement and this DPA, and shall not otherwise:

      • “sell” or “share” Personal Data, as those terms are defined in the Data Protection Laws;

      • retain, use, or disclose Personal Data outside of the direct business relationship between JuliaHub and Customer; or

      • except as permitted by Data Protection Laws, combine Personal Data that JuliaHub receives from, or on behalf of, Customer with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with data subject. 

    • JuliaHub will comply with the Data Protection Laws and will provide a level of privacy protection for Personal Data consistent with the requirements of the Data Protection Laws. JuliaHub will promptly notify Customer if it makes a determination that it can no longer meet its obligations under this Agreement or comply with the Data Protection Laws. Customer shall have the right, upon notice, including from JuliaHub, to take reasonable and appropriate steps to stop and remediate any unauthorized Processing of Personal Data. 

    • The subject matter and duration of the Processing, the nature and purposes of the Processing, and the types of Personal Data and categories of data subjects are as described in Schedule 1 to this DPA.

  • Data Security. Each party shall take appropriate technical and organizational measures against unauthorized or unlawful Processing of Personal Data or its accidental loss, destruction, or damage. JuliaHub shall implement and maintain commercially reasonable technical and organizational security measures designed to protect Personal Data from Data Breaches, including the security measures described in Schedule 2 (Company Security Measures) to this DPA. Notwithstanding the foregoing, Customer agrees that it is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Personal Data when in transit, and taking any appropriate steps to securely encrypt or backup Personal Data, as well as any security obligations outlined in the Agreement.

  • Data Breach Response. JuliaHub shall notify Customer without undue delay after becoming aware of any Data Breach. JuliaHub shall make reasonable efforts to identify the cause of the Data Breach and shall undertake such steps as JuliaHub deems necessary and reasonable in order to remediate the cause of such Data Breach. JuliaHub shall provide information related to the Data Breach to Customer in a timely fashion and as reasonably necessary for Customer to maintain compliance with the Data Protection Laws. Without prejudice to JuliaHub’s obligations under this section, Customer is solely responsible for complying with Data Breach notification laws applicable to Customer and fulfilling any third party notification obligations related to any Data Breaches. JuliaHub’s notification of or response to a Data Breach will not be construed as an acknowledgement by JuliaHub of any fault or liability with respect to the Data Breach.

  • Confidentiality of Processing. JuliaHub shall ensure that any person who is authorized by it to Process Personal Data (including its staff, agents, and subcontractors) shall be under an appropriate obligation of confidentiality.

  • Return or Deletion of Personal Data. Upon termination or expiration of the Agreement, JuliaHub shall (at Customer's election) delete or return, if feasible, to Customer all Personal Data remaining in its possession or control, save that this requirement shall not apply: (i) to the extent JuliaHub is required by applicable law to retain some or all of the Personal Data; or (ii) to Personal Data JuliaHub has archived on back-up systems. In all such cases, JuliaHub shall maintain the Personal Data securely and limit Processing to the purposes that prevent deletion or return of the Personal Data. The terms of this DPA shall survive for so long as JuliaHub continues to retain any Personal Data.

  • Sub-processing. Customer hereby authorizes JuliaHub to engage Sub-processors to Process Personal Data on Customer's behalf, including the Sub-processors currently engaged by JuliaHub. JuliaHub shall: (i) take commercially reasonable measures to ensure that Sub-processors have the requisite capabilities to Process Personal Data in accordance with this DPA; (ii) enter into a written agreement with each Sub-processor that requires the Sub-processor to protect the Personal Data to the same standard required by this DPA; and (iii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause JuliaHub to breach any of its obligations under this DPA. JuliaHub will notify Customer in the event that it intends to engage different or additional Sub-processors that will Process Personal Data pursuant to this DPA, which may be done by email or posting on a website identified by JuliaHub to Customer. Customer must raise any objection to posted Sub-processors within thirty (30) calendar days of the posted update. Customer’s objection shall only be effective if submitted to JuliaHub in writing, specifically describing Customer’s reasonable belief that JuliaHub’s proposed use of the Sub-processor(s) will materially, adversely affect Customer’s compliance with the Data Protection Laws. In any such case, the parties will make reasonable efforts to reconcile the matter. In the event Customer’s concern cannot be resolved, JuliaHub may terminate the Agreement with no penalty and Customer shall immediately pay all fees and costs then due and owing to JuliaHub.

  • International Transfers.

    • JuliaHub may Process Personal Data in the United States and anywhere else in the world where it or its Sub-processors maintain data Processing operations. JuliaHub shall at all times provide an adequate level of protection for the Personal Data Processed, in accordance with the requirements of Data Protection Laws. 

    • If and to the extent JuliaHub’s performance or Customer’s use of the Services involve an EEA Restricted Transfer, JuliaHub and Customer hereby enter into the EU Standard Contractual Clauses attached hereto as Schedule 3 and agree that the EU Standard Contractual Clauses will govern the parties’ obligations with respect to the EEA Restricted Transfer. To the extent there is any conflict between the EU Standard Contractual Clauses and the terms of this DPA, the EU Standard Contractual Clauses will prevail with respect to the EEA Restricted Transfer. For purposes of the EU Standard Contractual Clauses, Module Two (Transfer controller to processor) will apply if Customer acts as a Data Controller with respect to Personal Data transferred as part of an EEA Restricted Transfer, and Module Three (Transfer processor to processor) will apply if Customer acts as a Data Processor with respect to Personal Data transferred in an EEA Restricted Transfer. 

    • If and to the extent JuliaHub’s performance or Customer’s use of the Services involve an EEA Restricted Transfer that includes Personal Data originating from Switzerland and is subject to FADP, the EU Standard Contractual Clauses are deemed to be supplemented with respect to the transfer of such Personal Data originating from Switzerland with an additional annex that provides as follows:

      • for purposes of Clause 13 and Annex I.C of the EU Standard Contractual Clauses, the competent Supervisory Authority is the Swiss Federal Data Protection and Information Commissioner;

      • the term “member state” as used in the EU Standard Contractual Clauses must not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18.c of the EU Contractual Clauses; and

      • references in the EU Standard Contractual Clauses to the GDPR should be understood as references to the FADP.

    • If and to the extent JuliaHub’s performance or Customer’s use of the Services involve a UK Restricted Transfer, JuliaHub and Customer hereby enter into the EU Standard Contractual Clauses attached hereto as Schedule 3 and the UK Addendum attached hereto as Schedule 4, which are incorporated by reference herein.

  • Data Protection Authority Inquiries. JuliaHub shall provide commercially reasonable cooperation to assist Customer in its response to any requests from data protection authorities with authority relating to the Processing of Personal Data under the Agreement and this DPA. In the event that any such request is made directly to JuliaHub, it shall not respond to such communication directly without Customer's prior authorization, unless legally compelled to do so. If JuliaHub is required to respond to such a request, JuliaHub shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.

  • Individual Rights and Requests. To the extent Customer does not have the ability to independently correct, amend, or delete Personal Data, or block or restrict Processing of Personal Data, then at Customer’s written direction and to the extent required by Data Protection Laws, JuliaHub shall comply with any commercially reasonable request by Customer to facilitate such actions. JuliaHub shall, to the extent legally permitted, promptly notify Customer if it receives a request from an individual data subject for access to, correction, amendment or deletion of that person’s Personal Data, or a request to restrict Processing. JuliaHub shall provide Customer with commercially reasonable cooperation and assistance in relation to handling of a data subject’s request, to the extent legally permitted and to the extent Customer does not have the ability to address the request independently. To the extent legally permitted, Customer shall be responsible for any costs arising from JuliaHub’s provision of such assistance.

  • Data Protection Impact Assessments; Prior Consultations with Supervisory Authorities. Upon Customer’s written request, JuliaHub shall provide Customer with reasonable cooperation and assistance as needed to fulfil Customer’s obligation under any Data Protection Laws to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to JuliaHub (at Customer’s expense only if such reasonable cooperation will require JuliaHub to assign significant resources to that effort). JuliaHub shall provide reasonable assistance to Customer in the cooperation or prior consultation with the supervisory authority in the performance of its tasks relating to this Section, to the extent required under any Data Protection Laws.

  • Audits and Inspections. JuliaHub shall provide written responses (on a confidential basis) to all commercially reasonable requests for information made by Customer regarding Processing of Personal Data, including responses to information security reviews, that are necessary to confirm JuliaHub’s compliance with this DPA. To the extent JuliaHub’s responses are not sufficient to enable customer to satisfy its obligations under applicable Data Protection Laws, JuliaHub shall cooperate with audits and inspections performed by Customer or a vendor of Customer reasonably acceptable to JuliaHub, provided however, that any audit or inspection: (i) may not be performed unless necessary to determine JuliaHub’s compliance with this DPA and Customer reasonably believes that JuliaHub is not complying with this DPA, or as otherwise specifically required by applicable Data Protection Laws; (ii) must be conducted at Customer’s sole expense and subject to reasonable fees and costs charged by JuliaHub; (iii) may be conducted on no less than thirty (30) days prior written notice from Customer, at a date and time and for a duration mutually agreed by the parties; (v) must be performed in a manner that does not cause any damage, injury, or disruption to JuliaHub’s premises, equipment, personnel, or business; and (vi) may not be conducted more than once during any consecutive 12 month period. Notwithstanding the foregoing, JuliaHub will not be required to disclose any proprietary or privileged information to Customer or an agent or vendor of Customer in connection with any audit or inspection undertaken pursuant to this DPA. 

  • Law Enforcement Requests. If a law enforcement or other governmental agency sends JuliaHub a request or other lawful process for Personal Data (for example, a subpoena or court order), JuliaHub may attempt to redirect the agency to request that data directly from Customer. As part of this effort, JuliaHub may provide Customer’s basic contact information to the law enforcement agency. JuliaHub will not voluntarily disclose Personal Data to a law enforcement or other governmental agency absent a legal obligation to do so, and if applicable law compels it to do so in response to a demand received from such agency, it shall use reasonable efforts to give Customer prior notice of the demand to allow Customer to seek a protective order or other appropriate remedy, unless JuliaHub is legally prohibited from doing so.

  • Miscellaneous

    • Unless otherwise required by the Standard Contractual Clauses or other data transfer requirements, this DPA will be subject to the governing law identified in the Agreement without giving effect to conflict of laws principles.

    • Except as may be otherwise provided pursuant to the Standard Contractual Clauses, no one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms.

    • The unenforceability or invalidity of one or more provisions of this DPA shall not affect the remaining portions of this DPA. The invalid or unenforceable provision shall be either (i) modified in order to ensure its validity and enforceability, respecting as closely as possible to intention of the Parties or, if this is not possible, (ii) interpreted as if it had never been part of the DPA.

SCHEDULE 1

Details of Processing

  • Data Processor / Data Importer

    The Data Processor / Data Importer (where applicable) is JuliaHub, Inc., the provider of a cloud-based software-as-a-service application.

  • Data Controller / Data Exporter

    The Data Controller / Data Exporter (where applicable) is the Customer identified in the DPA, a user of the Data Processor / Data Importer’s cloud-based software-as-a-service application.

  • Categories of Data Subjects

    The categories of data subjects are determined by the Data Controller / Data Exporter and may include (check all that apply):

    • [_] employees (personnel engaged by Data Controller / Data Exporter)

    • [_] contractors (individuals acting in a business capacity as independent contractors to Data Controller / Data Exporter)

    • [_] vendors’ employees/contractors (individuals acting in a business capacity who are employees of vendors, contractors, or suppliers of Data Controller / Data Exporter)

    • [_] consumers or customers (individuals acting in a personal or household capacity who engage with products or services of Data Controller / Data Exporter, including visiting a website, creating an account, subscribing to a service, or making a purchase)

    • [_] job applicants (individuals seeking employment from Data Controller / Data Exporter, other than as talent)

    • [_] other (specify where possible): [_________________________]

  • Types of Personal Data

    The types of Personal Data Processed by the Data Processor / Data Importer are determined by the Data Controller / Data Exporter and may include (check all that apply):

    • [_] personal identification (name, date of birth)

    • [_] government issued identification (driver’s license, social security number, or other national identity number)

    • [_] contact details (email, phone, address)

    • [_] real-time or precise location

    • [_] education and training details

    • [_] employment-related data

    • [_] family, lifestyle, and social circumstances

    • [_] financial, economic and insurance data, including financial account numbers

    • [_] billing and payment information

    • [_] digital, device and social media identifiers or digital profiles

    • [_] account credentials

    • [_] contents of communications not directed to Data Processor / Data Importer or Data Controller / Data Exporter

    • [_] any other categories of Personal Information provided by the Data Controller / Data Exporter to the Data Processor / Data Importer in connection with the Services (specify where possible): [_________________________]

      Data Controller / Data Exporter shall not cause Data Processor / Data Importer to Process any Sensitive Personal Data.

      [OR] Data Processor / Data Importer may also Process the following Sensitive Personal Data (check all that apply):

      [_] racial or ethnic origin

      [_] political opinions

      [_] religious or philosophical beliefs

      [_] trade union membership

      [_] genetic data

      [_] biometric data

      [_] data concerning health

      [_] sex life or sexual orientation

  • Duration of the Processing

    The duration of the Processing shall be the term of the Agreement as set forth therein.

  • Subject Matter, Nature and Purposes of the Processing

    JuliaHub, Inc. will Process Personal Data as necessary to perform the Services under the Agreement, including for the purposes of: (a) setting up, operating, monitoring, and providing the Services; (b) communicating with Users; and (d) executing other agreed-upon written instructions of Customer.

  • Subcontracting

The Data Processor has engaged the following Sub-Data Processors for Processing as of the date of the DPA.

Name of Sub-Data Processor Address and Country of Jurisdictio Brief Description of Processing Activities Contact Details
Amazon Web Services EMEA SARL 38 Avenue John F. Kennedy, L-1855, Luxembourg Hosting, computing, program execution, software execution Facsimile: 352-2789-0057
Amazon Web Services Australia Pty Ltd (ABN: 63 605 435 891) Level 37, 2-26 Park Street, Sydney, NSW, 2000, Australia Hosting, computing, program execution, software execution N/A
Amazon AWS Servicos Brasil Ltda. A. Presidente Juscelino Kubitschek, 2.041, Torre E 0 18th and 19th Floors, Vila Nova Conceicao, Sao Paulo, Brasil Hosting, computing, program execution, software execution N/A
Amazon Web Services Canada, Inc. 120 Bremner Blvd., 26th Floor, Toronto, Ontario, M5J 0A8, Canada Hosting, computing, program execution, software execution N/A
Amazon Web Services Japan G.K. 1-1, Kamiosaki 3-chome, Shinagawa-ku, Tokyo, 141-0021, Japan Hosting, computing, program execution, software execution N/A
Amazon Web Services New Zealand Limited Level 5, 18 Viaduct Harbour Ave, Auckland, 1010, New Zealand Hosting, computing, program execution, software execution N/A
Amazon Web Services Singapore Private Limited 23 Church Street, #10-01, Singapore 049481 Hosting, computing, program execution, software execution N/A
Amazon Web Services South Africa Proprietary Limited Wembley Square 2, 134 Solan Road, Gardens, Cape Town, 8001, South Africa Hosting, computing, program execution, software execution Facsimile: 206-266-7010
Amazon Web Services Korea LLC L12, East tower, 231, Teheran-ro, Gangnam-gu, Seoul, 06142, Republic of Korea Hosting, computing, program execution, software execution N/A
Amazon Web Services, Inc. 410 Terry Avenue North, Seattle, WA 98109-5210 USA Hosting, computing, program execution, software execution Facsimile: 206-266-7010

SCHEDULE 2

Company Security Measures

As part of JuliaHub’s performance of the Services, JuliaHub will implement and maintain the following technical and organizational security measures for the Processing of Personal Data:

  • Physical Access Controls. Policies, procedures, and controls to manage and prevent unauthorized physical access to Processing equipment or the facilities in which they are housed, including asset and device management and tracking policies and controls; locks on offices, desks, and file cabinets used to store Processing equipment; and workstation security controls including screen savers and auto-logoff. 

  • Network and System Access Controls. Policies, procedures, and technical controls designed to prevent Processing systems from being accessed without authorization, including measures such as authentication through individual user accounts with complex passwords and multifactor authentication; virus protection; firewall protection; security patch management; and acceptable use policies governing access to and use of Company network and system resources.

  • Data Access Controls. Policies, procedures, and controls designed to ensure that Personal Data is accessible only by properly authorized staff, including measures such as data classification policies restricting access to and storage, disclosure, and use of Personal Data; logical access controls based on the principle of “least privilege;” and encryption of data in transit and at rest.

  • Data Integrity Controls. Policies, procedures, and controls designed to establish that any data stored, received, controlled or otherwise accessed is not compromised and remains intact.

  • Logical Separation. Policies, procedures, and controls designed to ensure that data from different customers is logically segregated on systems managed by Company. 

  • Transmission Controls. Policies, procedures, and controls designed to ensure that Personal Data is protected during transmission or transport, including encryption of data in transit over public or wireless networks and policies requiring the use of approved electronic mail and electronic file transmission method.

  • Security Awareness and Training. A security awareness and training program for members of Company’s workforce (including management), which includes training on how to implement and comply with Company’s security program. 

  • Security Incident Procedures. Policies and procedures to detect, respond to, and otherwise address security incidents, including procedures to monitor systems and to detect actual and attempted attacks on or intrusions into Personal Data or information systems relating thereto, and procedures to identify and respond to suspected or known security incidents, mitigate harmful effects of security incidents, and document security incidents and their outcomes. 

  • Contingency Planning. Policies and procedures for responding to an emergency or other occurrence that affects the availability or integrity of Personal Data (for example, system failure and natural disaster), including business continuity and data backup policies and a disaster recovery plan.

  • Review and Adjustment. Processes for regularly testing, assessing, and evaluating the effectiveness of the technical and organizational measures implemented by the Company, and a process to implement updates and improvements to address findings and improve and adjust the security program as appropriate. 

SCHEDULE 3

ANNEX

to the

COMMISSION IMPLEMENTING DECISION

on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

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

  • The Parties:

    • 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

    • 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”). 

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

  • 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

  • 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. 

  • 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

  • Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

    • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

    • Clause 8 - 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); 

    • Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);

    • Clause 12 - Modules Two and Three: Clause 12(a), (d) and (f);

    • Clause 13;

    • Clause 15.1(c), (d) and (e);

    • Clause 16(e);

    • Clause 18 - Modules Two and Three: Clause 18(a) and (b). 

  • Paragraph (1) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

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

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

  • 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 Used

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.

MODULE TWO: Transfer controller to processor

  • Instructions

    • 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.

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

  • 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.

  • 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.

  • 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.

  • 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).

  • Security of processing

    • 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. 

    • 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.

    • 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. 

    • 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.

  • 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.

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

    • 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; 

    • 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;

    • 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

    • 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.

  • Documentation and compliance

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

    • 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.

    • 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.

    • 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. 

    • 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.

MODULE THREE: Transfer processor to processor

  • Instructions

    • 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. 

    • 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.

    • 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.

    • 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.

  • 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.

  • 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.

  • 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).

  • Security of processing

    • 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. 

    • 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.

    • 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. 

    • 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.

  • 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.

  • 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: 

    • 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;

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

    • 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

    • 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.

  • Documentation and compliance

    • 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. 

    • 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.

    • 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.

    • 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. 

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

    • 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. 

    • 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

MODULE TWO: Transfer controller to processor

  • GENERAL WRITTEN AUTHORISATION 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 thirty (30) 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. 

  • 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.

  • 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.

  • 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. 

  • 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.

MODULE THREE: Transfer processor to processor

  • GENERAL WRITTEN AUTHORISATION 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 thirty (30) 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). 

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

  • 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.

  • 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. 

  • 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

MODULE TWO: Transfer controller to processor

  • 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.

  • 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. 

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

MODULE THREE: Transfer processor to processor

  • 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.

  • 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. 

  • 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

  • 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. 

    MODULE TWO: Transfer controller to processor

    MODULE THREE: Transfer processor to processor

  • 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.

  • 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: 

    • 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;

    • refer the dispute to the competent courts within the meaning of Clause 18.

  • 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. 

  • The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

  • 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

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

  • 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. 

  • 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. 

  • 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.

  • 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.

  • 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.

  • 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.

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

Clause 13

Supervision

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

  • 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. 

  • The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

  • 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.

  • The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

    • 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; 

    • 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; 

    • 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.

  • 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.

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

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

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

Clause 15

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

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

  • Notification

    • 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: 

      • 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

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

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

  • 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. 

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

    For Module Three: The data exporter shall forward the information to the controller.

  • 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. 

  • 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.

  • Review of legality and data minimisation

    • 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).

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

      For Module Three: The data exporter shall make the assessment available to the controller.

    • 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

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

  • 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).

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

    • 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; 

    • the data importer is in substantial or persistent breach of these Clauses; or

    • 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 for Module Three, 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. 

  • 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. 

  • 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

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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

  • The Parties agree that those shall be the courts of Ireland.

  • 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. 

  • The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

ANNEX I

A. LIST OF PARTIES

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Data exporter(s):

Name: The entity identified as “Customer” in the Agreement.

Address: The address for Customer specified in the Agreement.

Contact person’s name, position and contact details: The contact details specified in the Agreement

Activities relevant to the data transferred under these Clauses: Customer’s use of the Services provided by JuliaHub, Inc. pursuant to the Agreement.

Signature and date: By executing the Agreement, Customer will be deemed to have signed this Annex I.

Role (controller/processor): Controller or Processor

Data importer(s):

Name: JuliaHub, Inc.

Address: 177 Huntington Ave, Ste 1703 PMB 91487, Boston, MA 02115-3153

Contact person’s name, position and contact details: Deepak Vinchhi, Chief Operating Officer, deepak.vinchhi@juliahub.com.

Activities relevant to the data transferred under these Clauses: Provision of the Services to Customer pursuant to the Agreement.

Signature and date: By executing the Agreement, JuliaHub, Inc. will be deemed to have signed this Annex I.

Role (controller/processor): Processor.

B. DESCRIPTION OF TRANSFER

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Categories of data subjects whose personal data is transferred

The Categories of Data subjects are specified in Schedule 1 to the DPA.

Categories of personal data transferred

The categories of personal data transferred are described in Schedule 1 to 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.

Special categories of Personal Data transferred, if any, are described in Schedule 1 to the DPA. The safeguards applied to such Personal Data are described in Schedule 2 to the DPA.

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

Personal Data may be transferred on a continuous basis during the Term of the Agreement.

Nature of the processing

The nature of the processing is the data importer’s performance of the Services under the Agreement, including for the purposes of: (a) setting up, operating, monitoring, and providing the Services; (b) communicating with Users; and (d) executing other agreed-upon written instructions of the data exporter.

Purpose(s) of the data transfer and further processing

The purpose of the data transfer and further processing is the data importer’s performance of the Services under the Agreement.

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

Personal Data will be retained for the duration of the Agreement and subject to Section 7 (Return or Deletion of Personal Data) of the DPA.

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

The subject matter, nature, and duration of processing undertaken by sub-processors will be the same as set forth in this Annex 1.B with respect to the data importer.

C. COMPETENT SUPERVISORY AUTHORITY

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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

The competent supervisory authority will be the supervisory authority that has supervision over the data exporter in accordance with Clause 13.

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

The technical and organizational measures adopted by the data importer are set forth in Schedule 2 to the DPA.

Schedule 4

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

____________________________________________________________________________________

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

VERSION B1.0, in force 21 March 2022

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

Part 1: Tables

Table 1: Parties

  • Start date
  1. Effective Date of the Agreement
  • The Parties
  • Exporter (who sends the Restricted Transfer)
  • Importer (who receives the Restricted Transfer)
  • Parties’ details
  1. As set forth in Annex I to the version of the Approved EU SCCs to which this Addendum is appended 
  1. As set forth in Annex I to the version of the Approved EU SCCs to which this Addendum is appended
  • Key Contact
  1. As set forth in Annex I to the version of the Approved EU SCCs to which this Addendum is appended 
  1. As set forth in Annex I to the version of the Approved EU SCCs to which this Addendum is appended
  • Signature (if required for the purposes of Section ‎2)
  1. As set forth in Annex I to the version of the Approved EU SCCs to which this Addendum is appended 
  1. As set forth in Annex I to the version of the Approved EU SCCs to which this Addendum is appended

Table 2: Selected SCCs, Modules and Selected Clauses

  • Addendum EU SCCs
☒ The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:
  1. Date:
  2. Reference (if any):
  3. Other identifier (if any):
  4. Or
☐ the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: 
  1. Module
  1. Module in operation
  1. Clause 7 (Docking Clause)
  1. Clause 11 (Option)
  1. Clause 9a (Prior Authorisation or General Authorisation)
  1. Clause 9a (Time period)
  1. Is personal data received from the Importer combined with personal data collected by the Exporter?
  1. 1
  1. 2
  1. 3
  1. 4

Table 3: Appendix Information

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

  • Annex 1A: List of Parties: As set forth in Annex I to the version of the Approved EU SCCs to which this Addendum is appended

  • Annex 1B: Description of Transfer: As set forth in Annex I to the version of the Approved EU SCCs to which this Addendum is appended

  • Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: As set forth in Annex II to the version of the Approved EU SCCs to which this Addendum is appended

  • Annex III: List of Sub processors (Modules 2 and 3 only): N/A

Table 4: Ending this Addendum when the Approved Addendum Changes

  • Ending this Addendum when the Approved Addendum changes
  1. Which Parties may end this Addendum as set out in Section 19:
  2. ☒ Importer
  3. ☐ Exporter
  4. ☐ neither Party

Part 2: Mandatory Clauses

Entering into this Addendum

  • Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

  • Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

    Interpretation of this Addendum

  • Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

  1. Addendum 
  1. This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
  1. Addendum EU SCCs
  1. The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
  1. Appendix Information
  1. As set out in Table ‎3.
  1. Appropriate Safeguards
  1. The standard of protection over the personal data and of data subjects’ 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.
  1. Approved Addendum
  1. The template Addendum 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 18.
  1. Approved EU SCCs 
  1. The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
  1. ICO
  1. The Information Commissioner.
  1. Restricted Transfer
  1. A transfer which is covered by Chapter V of the UK GDPR.
  1. UK 
  1. The United Kingdom of Great Britain and Northern Ireland.
  1. UK Data Protection Laws 
  1. 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.
  1. UK GDPR 
  1. As defined in section 3 of the Data Protection Act 2018.
  • This Addendum 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. 

  • If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

  • If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

  • If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies. 

  • Any references to 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 Addendum has been entered into. 

    Hierarchy

  • Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section ‎10 will prevail.

  • Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

  • Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

    Incorporation of and changes to the EU SCCs

  • This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

    • together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers; 

    • Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

    • this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

  • Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section ‎15 will apply.

  • No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎12 may be made.

  • The following amendments to the Addendum EU SCCs (for the purpose of Section ‎12) are made: 

    • References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;

    • In Clause 2, delete the words:

      “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”;

    • Clause 6 (Description of the transfer(s)) is replaced with:

      “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

    • Clause 8.7(i) of Module 1 is replaced with:

      “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

    • Clause 8.8(i) of Modules 2 and 3 is replaced with:

      “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

    • References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

    • References to Regulation (EU) 2018/1725 are removed;

    • References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

    • The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

    • Clause 13(a) and Part C of Annex I are not used; 

    • The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

    • In Clause 16(e), subsection (i) is replaced with:

      “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

    • Clause 17 is replaced with:

      “These Clauses are governed by the laws of England and Wales.”;

    • Clause 18 is replaced with:

      “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

    • The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

    Amendments to this Addendum

  • The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

  • If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

  • From time to time, the ICO may issue a revised Approved Addendum which: 

    • makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or

    • reflects changes to UK Data Protection Laws;

    The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

  • If the ICO issues a revised Approved Addendum under Section ‎18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in: 

    • its direct costs of performing its obligations under the Addendum; and/or 

    • its risk under the Addendum,

      and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum 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 Addendum.

  • The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.