OnSolve Data Protection Addendum

1. Capitalized terms not otherwise defined below shall have the meaning given to them in the Principal Agreement.
2. In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
   1. "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership of a party to this Addendum, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
   2. "Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of a Company pursuant to or in connection with the Principal Agreement;
   3. "Company Personal Data Breach" means a Personal Data Breach affecting Company Personal Data;
   4. "Contracted Processor" means OnSolve or a Subprocessor;
   5. "Data Protection Laws" means UK and EU Data Protection Laws, the California Consumer Privacy Act (the “CCPA”), the California Privacy Rights Act (CPRA) (when it enters into force), and, to the extent applicable, the data protection or privacy laws of any other country or jurisdiction;
   6. "UK and EU Data Protection Laws" means all laws and regulations of the United Kingdom, the European Union, the European Economic Area (EEA), and their member states, applicable to the processing of Personal Data under the Principal Agreement, as amended or replaced from time to time, including without limitation in respect of the European Union the GDPR and in respect of the United Kingdom the UK GDPR;
   7. "GDPR" means EU General Data Protection Regulation 2016/679;
   8. "Restricted Transfer" means:
      1. a transfer of Company Personal Data from Company to a Contracted Processor; or
      2. an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor.

      In each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under section 6.4.3 or 12 below;

   9. "Services" means the services and other activities to be supplied to or carried out by or on behalf of OnSolve for Company pursuant to the Principal Agreement;
   10. "Standard Contractual Clauses" means: in respect of transfers of personal data which are subject to the UK GDPR, the contractual clauses set out in Schedule 4, amended as indicated (in square brackets and italics) in that Schedule and under section 13.4; and, in respect of transfers of personal data which are subject to the GDPR, the contractual clauses set out in Schedule 5 amended as indicated (in square brackets and italics) in that Schedule and under section 13.4;
   11. "Subprocessor" means any entity appointed by or on behalf of OnSolve to Process Personal Data on behalf of Company in connection with the Principal Agreement;
   12. “UK GDPR” means the GDPR, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; and
3. The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR or UK GDPR (as applicable), and their cognate terms shall be construed accordingly.
4. The word "include" shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

1. The Company warrants to OnSolve that:
   1. it has all necessary rights to authorise OnSolve to process Company Personal Data in accordance with this Agreement and the Data Protection Laws; and
   2. its instructions to OnSolve relating to processing of Company Personal Data will not put OnSolve in breach of Data Protection Laws.
2. Schedule 1 to this Addendum sets out the Processing instructions, as required by article 28(3) of the GDPR and the UK GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Nothing in Schedule 1 (including as amended pursuant to this section 2.3) confers any right or imposes any obligation on any party to this Addendum.
3. OnSolve shall:
   1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
   2. not further collect, sell, use, retain, disclose or otherwise Process Company Personal Data other than on the Company’s documented instructions pursuant to the Company’s specified business purpose, unless Processing is required by applicable laws to which the relevant Contracted Processor is subject, in which case OnSolve shall to the extent permitted by applicable laws inform the Company of that legal requirement before the relevant Processing of that Personal Data. Without limiting the foregoing, OnSolve shall not sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, any Company Personal Data to another business or a third party for monetary or other valuable consideration. Additionally, the Provider will not combine Company Personal Data with Personal Data it receives from or on behalf of another person or persons, or that it collects from its own interactions;
4. OnSolve hereby certifies that it understands its contractual restrictions under Section 2.3 and shall comply with them.

OnSolve shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with applicable laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

1. As further detailed in Schedule 2, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, OnSolve shall in relation to the Company Personal Data implement appropriate technical and organizational measures designed to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR and the UK GDPR.

1. OnSolve may continue to use those Subprocessors listed in Schedule 3.
2. OnSolve shall give Company prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within twenty (20) business days of receipt of that notice, Company notifies OnSolve in writing of any objections (on reasonable grounds) to the proposed appointment:
   1. OnSolve shall work with Company in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; and
   2. where such a change cannot be made within forty-five (45) days from OnSolve 's receipt of Company's notice, notwithstanding anything in the Principal Agreement, Company may by written notice to OnSolve with immediate effect terminate the Principal Agreement to the extent that it relates to the Services which require the use of the proposed Subprocessor.
3. With respect to each Subprocessor, OnSolve shall ensure that Subprocessor is governed by a written contract including terms which offer at least the same level of protection for Company Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR.
4. Before the Subprocessor first processes Agreement Personal Data, OnSolve shall carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Company Personal Data as required by Data Protection Laws.

1. Taking into account the nature of the Processing, OnSolve shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company’s obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
2. OnSolve shall:
   1. promptly notify Company if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
   2. ensure that the Contracted Processor does not respond to that request, other than to confirm necessary details if required, except on the documented instructions of Company or as required by applicable laws to which the Contracted Processor is subject, in which case OnSolve shall to the extent permitted by applicable law inform Company of that legal requirement before the Contracted Processor responds to the request.

1. OnSolve shall notify Company without undue delay upon OnSolve becoming aware of a Company Personal Data Breach.
2. OnSolve shall co-operate with Company and take such reasonable commercial steps to assist in the investigation, mitigation and remediation of each such Company Personal Data Breach.

1. OnSolve shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required of the Company by article 35 or 36 of the GDPR, UK GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

1. At the option of the Company, OnSolve will delete or return to the Company all Company Personal Data after the end of the provision of Services relating to processing, and delete any remaining copies. OnSolve will be entitled to retain any Company Personal Data required to comply with any applicable law or which it is required to retain for insurance, accounting, taxation or record keeping purposes.

1. OnSolve shall make available to the Company on request all information necessary to demonstrate compliance with this Addendum and will allow for and contribute to audits, including inspections, conducted by the Company or another auditor mandated by the Company, provided that the Company gives OnSolve reasonable prior written notice of each such audit and that each audit is carried out upon execution of a specific nondisclosure agreement, and at the Company’s cost, during regular business hours, so as to cause the minimum disruption to OnSolve’s business and without the Company or its auditor having any access to any data belonging to a customer other than the Company. For the avoidance of doubt, any materials disclosed during such audits and the results of and/or outputs from such audits will be kept confidential by the Company.
2. OnSolve will only be required to submit to one audit or inspection in any calendar year, except for any additional audits or inspections which:
   1. Company reasonably considers necessary because a Company Personal Data Breach, or
   2. Company is required to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory
3. Information and audit rights of the Company only arise under section 10.1 to the extent that the Principal Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, article 28(3)(h) of the GDPR and the UK GDPR).

1. Subject to section 11.3, the Company (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") hereby enter into:
   1. in respect of a Restricted Transfer of Customer Personal Data which is subject to the UK GDPR, the Standard Contractual Clauses set out in Schedule 4 in respect of any Restricted Transfer from the Company to that Contracted Processor; and
   2. in respect of a Restricted Transfer of Customer Personal Data which is subject to the GDPR, the Standard Contractual Clauses set out in Schedule 5 in respect of any Restricted Transfer from the Company to that Contracted Processor.
2. The relevant Standard Contractual Clauses shall come into effect under section 11.1 on the later of:
   1. the data exporter becoming a party to them;
   2. the data importer becoming a party to them; and
   3. commencement of the relevant Restricted Transfer.
3. Section 11.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
4. Schrems II Clauses:
   1. Subject to the limitations of Clauses 11.4.2 through 11.4.4 below, for Restricted Transfers which are subject to UK GDPR (see 11.1.1.), OnSolve shall promptly notify the Company if it: (i) receives a legally binding request by a public authority for disclosure of Company Personal Data transferred pursuant to this Addendum; such notification shall include information about the Company Personal Data requested, the requesting authority, the legal basis for the request and the response provided; or (ii) becomes aware of any direct access by public authorities to Company Personal Data processed pursuant to this Addendum; such notification shall include all information available to OnSolve.
   2. If OnSolve is prohibited from notifying the Company, OnSolve agrees to use its commercially reasonable efforts to obtain a waiver of the prohibition, with a view to communicate as much information and as soon as possible. OnSolve agrees to use commercially reasonable efforts to
   3. OnSolve agrees to use commercially reasonable efforts to challenge the request if, after a careful assessment, it concludes that there are grounds under U.S. federal or state law to do so. When challenging a request, OnSolve shall seek interim measures with a view to suspend the effects of the request until the court or arbiter of the request has decided on the merits. It shall not disclose the Company Personal Data requested until required to do so under the applicable procedural rules.
   4. To the extent permissible under the laws of the country of destination, OnSolve agrees to provide or make available to the Company, in regular intervals for the duration of the contract, the greatest possible amount of relevant information on the requests received in relation to this Addendum (in particular, number of requests, type of data requested, requesting authority or authorities, whether requests have been challenged and the outcome of such challenges, etc.).

Governing law and jurisdiction

1. Without prejudice to clauses 17 (Governing law) and 18 (Choice of forum and jurisdiction) of the Standard Contractual Clauses contained in Schedule 5, and clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses contained in Schedule 4:
   1. the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
   2. this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement.

Order of precedence

2. Nothing in this Addendum reduces OnSolve's obligations under the Principal Agreement in relation to the protection of Personal Data or permits OnSolve to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Principal Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
3. Subject to section 12.2, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

Changes in Data Protection Laws, etc.

4. Company may:
   1. by at least 30 (thirty) calendar days’ written notice to OnSolve from time to time make any variations to the Standard Contractual Clauses (including any relevant Standard Contractual Clauses entered into under section 12.1), as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law; and
   2. propose any other variations to this Addendum which Company reasonably considers to be necessary to address the requirements of any Data Protection Law.
5. If Company gives notice under section 12.4.1:
   1. Company shall not unreasonably withhold or delay agreement to any consequential variations to this Addendum proposed by OnSolve to protect the Contracted Processors against additional risks associated with the variations made under section 12.4.1.
6. If Company gives notice under section 12.4.2, the parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Company's notice as soon as is reasonably practicable.
7. Neither Company nor OnSolve shall require the consent or approval of any Company Affiliate or OnSolve Affiliate to amend this Addendum pursuant to this section 12.5 or otherwise.

Severance

8. 12.8 Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

1. 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.
2. The Parties:
   1. 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 1.A (hereinafter each ‘Data Exporter’); and
   2. 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 1.A (hereinafter each ‘Data Importer’)
   have agreed to these standard contractual clauses (hereinafter: ‘clauses’).
3. These clauses apply with respect to the transfer of personal data as specified in Annex 1.B.
4. The Appendix to these clauses containing the Annexes referred to therein forms an integral part of these clauses.

1. 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.
2. These clauses are without prejudice to obligations to which the Data Exporter is subject by virtue of Regulation (EU) 2016/679.

1. Data subjects may invoke and enforce these clauses, as third-party beneficiaries, against the Data Exporter and/or Data Importer, with the following exceptions:
   1. clause 1, clause 2, clause 3, clause 6, clause 7;
   2. clause 8.1.2, 8.9.1, 8.9.3, 8.9.4 and 8.9.5;
   3. clause 9.1, 9.3, 9.4 and 9.5;
   4. clause 12.1, 12.4 and 12.1;
   5. clause 13;
   6. clause 15.1.3, 15.1.4 and 15.1.5;
   7. clause 16.5;
   8. clause 18.1 and 18.2.
2. Clause 3.1 is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

1. Where these clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
2. These clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
3. These clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

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.

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 1.B.

1. An entity that is not a Party to these clauses may, with the agreement of the Parties, accede to these clauses at any time, either as a Data Exporter or as a Data Importer, by completing the Appendix and signing Annex 1.A.
2. Once it has completed the Appendix and signed Annex 1.A, the acceding entity shall become a Party to these clauses and have the rights and obligations of a Data Exporter or Data Importer in accordance with its designation in Annex 1.A.
3. The acceding entity shall have no rights or obligations arising under these clauses from the period prior to becoming a Party.

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.

1. Instructions
   1. 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.
   2. The Data Importer shall immediately inform the Data Exporter if it is unable to follow those instructions.
2. Purpose limitation

   The Data Importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex 1.‎B, unless on further instructions from the Data Exporter.

3. Transparency

   On request, the Data Exporter shall make a copy of these clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex 2 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.

4. Accuracy

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

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 1.‎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 ‎14.5 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 14.1.

6. Security of processing
   1. 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 2. The Data Importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
   2. 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.
   3. 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.
   4. 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.
7. Sensitive data

   Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the Data Importer shall apply the specific restrictions and/or additional safeguards described in Annex 1.‎B.

8. Onward transfers

   The Data Importer shall only disclose the personal data to a third party on documented instructions from the Data Exporter. In addition, the data may only be disclosed to a third party located outside the European Union ¹(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:

   1. 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;
   2. 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;
   3. 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
   4. 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.

9. Documentation and compliance
   1. The Data Importer shall promptly and adequately deal with enquiries from the Data Exporter that relate to the processing under these clauses.
   2. 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.
   3. 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.
   4. 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.
   5. The Parties shall make the information referred to in paragraphs ‎8.9.2 and ‎8.9.3, including the results of any audits, available to the competent supervisory authority on request.

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 twenty (20) business days in advance, thereby giving the Data Exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The Data Importer shall provide the Data Exporter with the information necessary to enable the Data Exporter to exercise its right to object.

1. 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 subjects². 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.
2. 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.
3. 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.
4. 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.

1. 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.
2. 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 2 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.
3. In fulfilling its obligations under clauses ‎10.1 and ‎10.2, the Data Importer shall comply with the instructions from the Data Exporter.

1. 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.
2. 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.
3. 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:
   1. 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;
   2. refer the dispute to the competent courts within the meaning of clause ‎18.
4. 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.
5. The Data Importer shall abide by a decision that is binding under the applicable EU or Member State law.
6. 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.

1. 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.
2. 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.
3. Notwithstanding paragraph ‎12.2, 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.
4. The Parties agree that if the Data Exporter is held liable under paragraph ‎12.3 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.
5. 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.
6. The Parties agree that if one Party is held liable under paragraph ‎12.5, 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.
7. The Data Importer may not invoke the conduct of a sub-processor to avoid its own liability.

1. [Where the Data Exporter is established in an EU Member State:]The supervisory authority with responsibility for ensuring compliance by the Data Exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex 1.‎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 1.‎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 1.‎C, shall act as competent supervisory authority.

2. 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.

1. 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.
2. The Parties declare that in providing the warranty in paragraph ‎14.1, they have taken due account in particular of the following elements:
   1. 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;
   2. 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 ³;
   3. 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.
3. The Data Importer warrants that, in carrying out the assessment under paragraph ‎14.2, 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.
4. The Parties agree to document the assessment under paragraph ‎14.2 and make it available to the competent supervisory authority on request.
5. 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 ‎14.1, 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 ‎14.1.
6. Following a notification pursuant to paragraph ‎14.5, or if the Data Exporter otherwise has reason to believe that the Data Importer can no longer fulfil its obligations under these clauses, the Data Exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the Data Exporter and/or Data Importer to address the situation. The Data Exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the Data Exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these clauses. If the contract involves more than two Parties, the Data Exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this clause, clause ‎16.1.4 and ‎16.1.5 shall apply.

1. Notification
   1. 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:
      1. 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
      2. 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.
   2. If the Data Importer is prohibited from notifying the Data Exporter and/or the data subject under the laws of the country of destination, the Data Importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The Data Importer agrees to document its best efforts in order to be able to demonstrate them on request of the Data Exporter.
   3. Where permissible under the laws of the country of destination, the Data Importer agrees to provide the Data Exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
   4. The Data Importer agrees to preserve the information pursuant to clauses 15.1.1 to 15.1.3 for the duration of the contract and make it available to the competent supervisory authority on request.
   5. Clauses 15.1.1 to 15.1.3 are without prejudice to the obligation of the Data Importer pursuant to clause 14.5 and clause 16 to inform the Data Exporter promptly where it is unable to comply with these clauses.
2. Review of Legality and Data Minimisation
   1. 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 ‎14.5.
   2. 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.
   3. 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.

1. The Data Importer shall promptly inform the Data Exporter if it is unable to comply with these clauses, for whatever reason.
2. 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 ‎14.6.
3. The Data Exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these clauses, where:
   1. the Data Exporter has suspended the transfer of personal data to the Data Importer pursuant to paragraph ‎16.2 and compliance with these clauses is not restored within a reasonable time and in any event within one month of suspension;
   2. the Data Importer is in substantial or persistent breach of these clauses; or
   3. the Data Importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these clauses.

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

4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph ‎16.3 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.
5. 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.

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.

1. Any dispute arising from these clauses shall be resolved by the courts of an EU Member State.
2. The Parties agree that those shall be the courts of Ireland.
3. 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.
4. The Parties agree to submit themselves to the jurisdiction of such courts.