Data Processing Addendum

Hyperscience

DATA PROCESSING ADDENDUM

Last Updated: February 7, 2024

The customer (“Customer“) and Hyper Labs, Inc. d/b/a Hyperscience (“Provider“) enter into this Data Processing Addendum (including the annexes attached hereto, this “DPA“), which forms part of that certain Master Services Agreement (as amended, the “Agreement“) between the Parties under which Provider will provide certain services (collectively, the “Services“) to Customer. Provider and Customer may each be referred to herein as a “Party” and collectively as the “Parties.”

1. DEFINITIONS

For purposes of this DPA, the terms below have the meanings set forth below. Capitalized terms that are used but not defined in this DPA have the meanings given in the Agreement.

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.

(b) “Applicable Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction applicable to the Processing of Personal Data under the Agreement, including, without limitation, European Data Protection Laws and the CCPA.

(c) “CCPA” means the California Consumer Privacy Act of 2018 and any regulations promulgated thereunder.

(d) “Customer Data” means information provided or made available to Provider for Processing on Customer’s behalf to perform the Services.

(e) “EEA” means the European Economic Area.

(f) “EEA SCCs” or “EEA Standard Contractual Clauses” means the standard contractual clauses approved by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914 of 4 June 2021, the current form of which is attached as Annex 3.

(g) “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, as amended from time to time.

(h) “European Data Protection Laws” means the GDPR and other data protection laws and regulations of the European Union, its Member States, Switzerland, Iceland, Liechtenstein, Norway and the United Kingdom, in each case, to the extent applicable to the Processing of Personal Data under the Agreement.

(i) “GDPR” means the EU GDPR and the UK GDPR, as amended from time to time together with any applicable implementing or supplementary legislation in any member state of the EEA or the UK (including the UK Data Protection Act 2018).

(j) “Information Security Incident” means a breach of Provider’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in Provider’s possession, custody or control. Information Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.

(k) “Personal Data” means Customer Data that constitutes “personal data,” “personal information,” or “personally identifiable information” defined in Applicable Data Protection Law, or information of a similar character regulated thereby, except that Personal Data does not include such information pertaining to Customer’s personnel or representatives who are business contacts of Provider, where Provider acts as a controller of such information.

(l) “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

(m) “Relevant Body“:

(i) in the context of the UK and the UK GDPR, means the UK Information Commissioner’s Office and/or UK Government (as and where applicable); and/or

(ii) in the context of the EEA and EU GDPR, means the European Commission.

(n) “Restricted Country“:

(i) in the context of the UK, means a country or territory outside the UK; and

(ii) in the context of the EEA, means a country or territory outside the EEA (which shall, as and where applicable, be interpreted in line with Article FINPROV.10A(1) of the Trade and Cooperation Agreement between the EU and the UK),

(iii) that the Relevant Body has not deemed to provide an “adequate” level of protection for Personal Data pursuant to a decision made in accordance Article 45(1) of the GDPR.

(o) “Security Measures” has the meaning given in Section 4(a) (Provider’s Security Measures).

(p) “Standard Contractual Clauses” or “SCCs” means the EEA SCCs or UK SCCs, as appropriate.

(q) “Subprocessors” means third parties that Provider engages to Process Personal Data in relation to the Services.

(r) “Supervisory Authority“:

(i) in the context of the UK and the UK GDPR, means the UK Information Commissioner’s Office; and

(ii) in the context of the EEA and EU GDPR, shall have the meaning given to that term in Article 4(21) of the EU GDPR.

(s) “Third Party Subprocessors has the meaning given in Section 5 (Subprocessors) of Annex 1.

(t) The terms “controller“, “data subject” and “processor” as used in this DPA have the meanings given in the GDPR.

(u) “UK” means the United Kingdom of Great Britain and Northern Ireland.

(v) “UK GDPR” means the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended (including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019).

(w) “UK SCCs” or the “UK Standard Contractual Clauses” means the standard contractual clauses approved by the European Commission pursuant to Commission Implementing Decision (EU) 2010/87, the current form of which is attached as Annex 4.

2. Duration and Scope of DPA.

(a) This DPA will remain in effect so long as Provider Processes Personal Data, notwithstanding the expiration or termination of the Agreement.

(b) If the Processing by Provider under the Agreement is subject to the territorial scope of the GDPR as determined in accordance therewith (including pursuant to Article 3 of the GDPR), then Annex 1 (European Annex) to this DPA applies solely to Processing subject to European Data Protection Laws. Annex 2 (California Annex) to this DPA applies solely to Processing subject to the CCPA if Customer is a “business” or “service provider” (as defined in CCPA) with respect to such Processing.

3. Customer Instructions.

Provider will Process Personal Data only in accordance with Customer’s instructions to Provider. This DPA is a complete expression of such instructions, and Customer’s additional instructions will be binding on Provider only pursuant to an amendment to this DPA signed by both Parties. Customer instructs Provider to Process Personal Data to provide the Services as contemplated by this Agreement.

4. Processing of Data.

(a) Subject Matter and Details of Processing. The Parties acknowledge and agree that (i) the subject matter of the Processing under the Agreement is Provider’s provision of the Services; (ii) the duration of the Processing is from Provider’s receipt of Personal Data until deletion of all Personal Data by Provider in accordance with the Agreement; (iii) the nature and purpose of the Processing is to provide the Services; (iv) the data subjects to whom the Personal Data pertains are individuals about whom Provider Processes in connection with the Services; and (v) the categories of personal data are provided by Customer or its users in connection with the Services. The details of the processing are set forth in Annex I to the EEA SCCs, Section B.

(b) Roles and Regulatory Compliance; Authorization. The Parties acknowledge and agree that (i) Provider is a processor of that Personal Data under Applicable Data Protection Laws; (ii) Customer is a controller (or a processor acting on the instructions of a controller) of that Personal Data under Applicable Data Protection Laws; and (iii) each Party will comply with the obligations applicable to it in such role under the Applicable Data Protection Laws with respect to the Processing of that Personal Data. If Customer is a processor, Customer represents and warrants to Provider that Customer’s instructions and actions with respect to Personal Data, including its appointment of Provider as another processor, have been authorized by the relevant controller.

(c) Provider’s Compliance with Instructions. Provider will Process Personal Data only in accordance with Customer’s instructions stated in this DPA unless Applicable Data Protection Laws require otherwise, in which case Provider will notify Customer (unless that law prohibits Provider from doing so on important grounds of public interest).

(d) Prohibition from Reidentification. To the extent Provider receives deidentified data from Customer or the Services under the Agreement allow for the deidentification of personal information, Provider represents and warrants to not reidentify, attempt to reidentify, or direct any other party to reidentify any data that has been deidentified, unless such services are contemplated under the Agreement.

5. Confidentiality.

Provider ensures that its personnel who are authorized to access Personal Data are subject to appropriate confidentiality obligations.

6. Security.

(a) Provider Security Measures. Provider will implement and maintain technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data (the “Security Measures”) as described in Annex 5 (Security Measures). Provider may update the Security Measures from time to time, so long as the updated measures do not decrease the overall protection of Personal Data.

(b) Information Security Incidents. Provider will notify Customer without undue delay of any Information Security Incident of which Provider becomes aware. Such notifications will describe available details of the Information Security Incident, including information to allow Customer to meet any obligations under the GDPR to report the Information Security Incident to affected Data Subjects; or the relevant Supervisory Authority(ies) (as may be determined in accordance with the GDPR). Provider’s notification of or response to an Information Security Incident will not be construed as Provider’s acknowledgement of any fault or liability with respect to the Information Security Incident.

(c) Customer’s Security Responsibilities and Assessment.

(i) Customer’s Security Responsibilities. Customer agrees that, without limitation of Provider’s obligations under Section 6 (Security), Customer is solely responsible for its use of the Services, including (1) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Personal Data; (2) securing the account authentication credentials, systems and devices Customer uses to access the Services; (3) securing Customer’s systems and devices that Provider uses to provide the Services; and (4) backing up Personal Data.

(ii) Customer’s Security Assessment. Customer agrees that the Services, the Security Measures and Provider’s commitments under this DPA are adequate to meet Customer’s needs, including with respect to any security obligations of Customer under Applicable Data Protection Laws, and provide a level of security appropriate to the risk in respect of the Personal Data.

7. Reviews and Audits of Compliance.

Customer may audit Provider’s compliance with its obligations under this DPA up to once per year and on such other occasions as may be required by Applicable Data Protection Laws, including where mandated by Customer’s Supervisory Authority. Provider will contribute to such audits by providing Customer or Customer’s Supervisory Authority with the information and assistance that Provider considers appropriate in the circumstances and reasonably necessary to conduct the audit. If a third party is to conduct the audit, Provider may object to the auditor if the auditor is, in Provider’s reasonable opinion, not independent, a competitor of Provider, or otherwise manifestly unsuitable. Such objection by Provider will require Customer to appoint another auditor or conduct the audit itself. In the event that Customer (acting reasonably) is able to provide documentary evidence that the information made available by Provider is not sufficient in the circumstances to demonstrate Provider’s compliance with this DPA, Provider shall allow for and contribute to audits, including on premise inspections, by Customer or a third-party auditor mandated by Customer in relation to the Processing of the Customer Personal Data by Provider. To request an audit, Customer must submit a proposed audit plan to Provider at least two weeks in advance of the proposed audit date and any third-party auditor must sign a customary non-disclosure agreement mutually acceptable to the Parties (such acceptance not to be unreasonably withheld) providing for the confidential treatment of all information exchanged in connection with the audit and any reports regarding the results or findings thereof. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. Provider will review the proposed audit plan and provide Customer with any concerns or questions (for example, any request for information that could compromise Provider security, privacy, employment or other relevant policies). Provider will work cooperatively with Customer to agree on a final audit plan. Nothing in this Section 7 shall require Provider to breach any duties of confidentiality. If the controls or measures to be assessed in the requested audit are addressed in an SOC 2 Type 2, ISO, NIST or similar audit report performed by a qualified third-party auditor within twelve (12) months of Customer’s audit request and Provider has confirmed there have been no known material changes in the controls audited since the date of such report, Customer agrees to accept such report in lieu of requesting an audit of such controls or measures. The audit must be conducted during regular business hours, subject to the agreed final audit plan and Provider’s safety, security or other relevant policies, and may not unreasonably interfere with Provider business activities. Customer shall use its best efforts (and ensure that each of its mandated auditors uses its best efforts) to avoid causing, and hereby indemnifies Provider in respect of, any damage, injury or disruption to Provider’s premises, equipment, its personnel, data, and business (including any interference with the confidentiality or security of the data of Provider’s other customers or the availability of Provider’s services to such other customers) while its personnel and/or its auditor’s personnel (if applicable) are on those premises in the course of any on premise inspection, Customer will promptly notify Provider of any non-compliance discovered during the course of an audit and provide Provider any audit reports generated in connection with any audit under this Section 7, unless prohibited by Applicable Data Protection Laws or otherwise instructed by a Supervisory Authority. Customer may use the audit reports only for the purposes of meeting Customer’s regulatory audit requirements and/or confirming compliance with the requirements of this DPA. Any audits are at Customer’s sole expense. Customer shall reimburse Provider for any time expended by Provider and any third parties in connection with any audits or inspections under this Section 7 at Provider’s then-current professional services rates, which shall be made available to Customer upon request. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.

8. Data Protection Impact Assessments and Consultations.

Provider will (taking into account the nature of the Processing and the information available to Provider) reasonably assist Customer, at Customer’s cost, in complying with its obligations to carry out any data protection impact assessment as required by Applicable Data Protection Laws, solely in relation to Processing of Customer Personal Data, by (a) making available documentation describing relevant aspects of Provider’s information security program and the security measures applied in connection therewith; and (b) providing the other information contained in the Agreement, including this DPA.

9. Sub-Processors.

(a) Consent to Sub-Processor Engagement. Customer specifically authorizes the engagement of Provider’s Affiliates as Sub-Processors and generally authorizes the engagement of other third parties as Sub-Processors (“Third-Party Sub-Processors”).

(b) Information about Sub-Processors. Information about Sub-Processors, including their functions and locations, is available at: hyperscience.com/subprocessors (as may be updated by Provider from time to time) or such other website address as Provider may provide to Customer from time to time (the “Sub-Processor Site”).

(c) Requirements for Sub-Processor Engagement. When engaging any Sub-Processor, Provider will enter into a written contract with such Sub-Processor containing data protection obligations not less protective than those in this DPA with respect to Personal Data to the extent applicable to the nature of the services provided by such Sub-Processor. Provider shall be liable for all obligations under the Agreement subcontracted to, the Sub-Processor or its actions and omissions related thereto.

(d) Opportunity to Object to Sub-Processor Changes. If required by Applicable Data Protection Laws, when Provider engages any new Third-party Sub-Processor after the effective date of the Agreement, Provider will notify Customer of the engagement (including the name and location of the relevant Sub-Processor and the activities it will perform) by updating the Sub-Processor Site or by other written means. If Customer objects to such engagement in a written notice to Provider within fifteen (15) days after being informed of the engagement on reasonable grounds relating to the protection of Personal Data, Customer and Provider will work together in good faith to find a mutually acceptable resolution to address such objection. If the Parties are unable to reach a mutually acceptable resolution within a reasonable timeframe, Customer may, as its sole and exclusive remedy, terminate the Agreement and cancel the Services by providing written notice to Provider and pay Provider for all amounts due and owing under the Agreement as of the date of such termination.

10. Data Subject Rights.

(a) Provider’s Data Subject Request Assistance. Provider will (taking into account the nature of the Processing of Personal Data) provide Customer with assistance reasonably necessary and technically possible in the circumstances for Customer to perform its obligations under Applicable Data Protection Laws to fulfill requests by data subjects to exercise their rights under Applicable Data Protection Laws (“Data Subject Requests”) with respect to Personal Data in Provider’s possession or control. Customer shall compensate Provider for any such assistance at Provider’s then-current professional services rates, which shall be made available to Customer upon request.

(b) Customer’s Responsibility for Requests. If Provider receives a Data Subject Request, Provider will advise the data subject to submit the request to Customer and Customer will be responsible for responding to the request.

11. Customer Responsibilities.

(a) Customer’s Responsibility for Requests. If Provider receives a Data Subject Request, Provider will advise the data subject to submit the request to Customer and Customer will be responsible for responding to the request.

(b) Prohibited Data. Customer represents and warrants to Provider that Customer Data does not and will not, without Provider’s prior written consent, contain any social security numbers or other government-issued identification numbers, protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”) or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; health insurance information; biometric information; passwords for online accounts; credentials to any financial accounts; tax return data; credit reports or consumer reports; any payment card information subject to the Payment Card Industry Data Security Standard; information subject to the Gramm-Leach-Bliley Act, Fair Credit Reporting Act or the regulations promulgated under either such law; information subject to restrictions under Applicable Data Protection Laws governing Personal Data of children, including, without limitation, all information about children under thirteen (13) years of age; or any information that falls within any special categories of data (as defined in GDPR).

12. Deletion.

If required by Applicable Data Protection Laws, Provider shall delete all the Personal Data on Provider’s systems on Customer’s request and after the end of the provision of Services, and shall delete existing copies unless continued storage of the Personal Data is required by (a) applicable laws of the European Union or its Member States, with respect to Personal Data subject to European Data Protection Laws or (b) Applicable Data Protection Laws, with respect to all other Personal Data. Provider will comply with such instruction as soon as reasonably practicable and no later than one hundred and eighty (180) days after such expiration or termination, unless Applicable Data Protection Laws require storage. Customer may choose to request a copy of such Personal Data from Provider for an additional charge by requesting it in writing at least thirty (30) days prior to expiration or termination of the Agreement. Upon the Parties’ agreement to such charge pursuant to a work order or other amendment to the Agreement, Provider will provide such copy of such Personal Data before it is deleted in accordance with this clause.

13. General.

Except as expressly modified by the DPA, the terms of the Agreement remain in full force and effect. In the event of any conflict or inconsistency between this DPA and the other terms of the Agreement, this DPA will govern unless specified in writing by the Parties. Notwithstanding anything in the Agreement or any order form entered in connection therewith to the contrary, the Parties acknowledge and agree that Provider’s access to Personal Data does not constitute part of the consideration exchanged by the Parties in respect of the Agreement. Notwithstanding anything to the contrary in the Agreement, any notices required or permitted to be given by Provider to Customer under this DPA may be given (a) in accordance with any notice clause of the Agreement; (b) to Provider’s primary points of contact with Customer; or (c) to any email provided by Customer for the purpose of providing it with Services-related communications or alerts. Customer is solely responsible for ensuring that such email addresses are valid.

Annex 1 to DPA: European Annex

DATA TRANSFERS

1. Data Processing Facilities. Provider may, subject to Section 2 (Transfers out of the EEA) and 3 (Transfers out of the UK), store and Process Personal Data in the United States or anywhere Provider or its Sub-Processors maintains facilities.

2. Transfers out of the EEA. If Customer transfers Personal Data out of the EEA to Provider in a country not deemed by the European Commission to have adequate data protection, such transfer will be governed by the EEA Standard Contractual Clauses, the terms of which are hereby incorporated into this DPA. In furtherance of the foregoing, the Parties agree that:

(a) Customer will act as the data exporter and Provider will act as the data importer under the EEA Standard Contractual Clauses;

(b) for purposes of Annex I to the EEA Standard Contractual Clauses, the categories of data subjects, data, special categories of data (if appropriate), and the Processing operations shall be as set out in Annex I to the EEA SCCs, Section A;

(c) for purposes of Annex II to the EEA Standard Contractual Clauses, the technical and organizational measures shall be the Security Measures;

(d) for purposes of Annex III to the EEA Standard Contractual Clauses, the list of Subprocessors shall be satisfied by the information in Section 9(b) of the DPA;

(e) the audits described in Clause 8.9 of the EEA Standard Contractual Clauses shall be performed in accordance with Section 7 of the DPA;

(f) Customer’s authorizations in Section 9 of the DPA will constitute Customer’s general authorization for Sub-Processors under Clause 9(a)(Option 2) the EEA Standard Contractual Clauses; and

(g) certification of deletion of Personal Data as described in Clause 16(d) of the EEA Standard Contractual Clauses shall be provided upon data importer’s request.

3. Transfers out of the UK. If Customer transfers Personal Data out of the UK to Provider in a country not deemed by the UK Government to have adequate data protection, such transfer will be governed by the UK Standard Contractual Clauses attached to this DPA as Annex 4. In furtherance of the foregoing, the Parties agree that Customer will act as the data exporter and Provider will act as the data importer under the UK Standard Contractual Clauses.

4. Notwithstanding the foregoing, the Standard Contractual Clauses (or obligations the same as those under the Standard Contractual Clauses) will not apply to the extent an alternative recognized compliance standard for the transfer of Personal Data outside the EEA or the UK in accordance with European Data Protection Laws applies to the transfer. In the event of any conflict or inconsistency between (a) this Annex 1 and any other provision of this DPA, this Annex 1 will govern; or (b) the Standard Contractual Clauses and any other provision of this Agreement, the Standard Contractual Clauses will govern.

Annex 2 to DPA: California Annex

1. For purposes of this Annex 2, the terms “business,” “commercial purpose,” “sell,” “share” and “service provider” shall have the respective meanings given thereto in the CCPA, and “personal information” shall mean Personal Data that constitutes personal information governed by the CCPA.

2. It is the Parties’ intent that with respect to any personal information, Provider is a service provider. Provider shall not (a) sell or share any personal information; (b) retain, use or disclose any personal information for any purpose other than for the specific purpose of providing the Services, including retaining, using, or disclosing the personal information for a commercial purpose other than the provision of the Services; or (c) retain, use or disclose the personal information outside of the direct business relationship between Provider and Customer.

3. Provider shall comply with all sections of the CCPA as are applicable to Provider’s processing of Personal Information in providing the Services under the Agreement, including providing the substantially comparable level of protection for personal information as the CCPA requires Customer, as a Business, to provide. Provider will grant Customer the right to take reasonable and appropriate steps to help ensure that Provider processes personal information consistent with its CCPA obligations by providing Customer with all reasonably requested information to demonstrate such compliance.

4. Provider shall not combine personal information with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with a consumer, except as permitted by the CCPA.

5. Provider shall promptly notify Customer after Provider determines that it no longer can meet its obligations under the CCPA. In the event of Provider’s inability to meet its obligations, upon prior notice to Provider, Customer may take reasonable and appropriate steps to stop and remediate any unauthorized use of personal information by Provider.

6. Provider will permit Customer to reasonably monitor Provider’s compliance with the CCPA. Section 7 of the DPA shall control with regard to the monitoring and demonstration of compliance required by this Section.

7. The Parties acknowledge that Provider’s retention, use and disclosure of personal information authorized by Customer’s instructions documented in the DPA are integral to Provider’s provision of the Services and the business relationship between the Parties.

Annex 3 to DPA: EEA Standard Contractual Clauses (Transfers of Personal Data Originating in the EEA)

SECTION I

CLAUSE 1: Purpose and Scope.

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

(b) The Parties:

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

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

have agreed to these standard contractual clauses (hereinafter, “Clauses”).

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

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

CLAUSE 2: Effect and Invariability of the Clauses.

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

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

CLAUSE 3: Third-Party Beneficiaries.

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

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9(a), (c), (d) and (e);

(iv) Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e); and

(viii) Clause 18(a) and (b).

(b) Clause 3(a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

CLAUSE 4: Interpretation.

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

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

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

CLAUSE 5: Hierarchy. In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

CLAUSE 6: Description of the Transfer(s). The details of the transfer(s), and, in particular, the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

CLAUSE 7: Intentionally Omitted.

SECTION II. OBLIGATIONS OF THE PARTIES

CLAUSE 8: Data Protection Safeguards. The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions.

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

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

8.2 Purpose Limitation. The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

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

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

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

8.6 Security of Processing.

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall, in particular, consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this Section, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

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

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

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

8.7 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:

(a) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(b) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

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

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

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

8.8 Documentation and Compliance.

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

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

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

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

(e) The Parties shall make the information referred to in Sections 8.8(b) and 8.8(c), including the results of any audits, available to the competent supervisory authority on request.

CLAUSE 9: Use of Sub-Processors.

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least four (4) weeks in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

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

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

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

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

CLAUSE 10: Data Subject Rights.

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

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

(c) In fulfilling its obligations under Section 10(a) and 10(b), the data importer shall comply with the instructions from the data exporter.

CLAUSE 11: Redress

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

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

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

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

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

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

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

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

12. Clause 12: Liability.

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

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

(c) Notwithstanding Clause 12(b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under 12(c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under 12(e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

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

CLAUSE 13: Supervision.

(a) 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.

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

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

CLAUSE 14: Local Laws and Practices Affecting Compliance with the Clauses.

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in 14(a), they have taken due account, in particular, of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved, and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which shall in each case the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination- including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

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

(c) The data importer warrants that, in carrying out the assessment under 14(b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under 14(b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under 14(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 14(a).

(f) Following a notification pursuant to 14(e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g., technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clauses 15.1(d) and (e) shall apply.

CLAUSE 15: Obligations of the Data Importer in Case of Access by Public Authorities.

15.1 Notification.

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

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

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

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

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

(d) The data importer agrees to preserve the information pursuant to Clauses 15.1(a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Clauses 15.1(a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 15.1(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of Legality and Data Minimisation.

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 15.1(e).

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

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

SECTION IV. FINAL PROVISIONS

CLAUSE 16: Non-Compliance with the Clauses and Termination.

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

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

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

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to 16(b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

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

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

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

(d) Personal data that has been transferred prior to the termination of the contract pursuant to 16(c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

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

CLAUSE 17: Governing Law. These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Ireland.

CLAUSE 18: Choice of Forum and Jurisdiction.

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

(b) The Parties agree that those shall be the courts of the EU Member State in which the data exporter is established.

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

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

Annex I to the EEA SCCs: Particulars of the Transfer

A. List of Parties

B. Description of Transfer.

C. Competent Supervisory Authority. The competent supervisory authority is as set out in the Personal Data Attachment, or if none has been set out, the authority competent at the location of the data exporter’s main establishment in the EEA.

Annex II to the EEA SCCs: Security Measures

As set out in Annex 5 to DPA.

Annex III to the EEA SCCs: List of Sub-Processors

As set out in Section 9 to DPA.

Annex 4 to DPA: UK Standard Contractual Clauses (Transfers of Personal Data Originating in the UK)

PART 1: TABLES

1. Parties. Table 1 shall be completed with the information set out in Annex I to the EEA SCCs, Section A.

2. Selected SCCs, Modules and Selected Clauses. The version of the Approved EU SCCs shall be Module 2 (Controller to Processor).

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:

(a) Annex 1A: List of Parties: See Annex I to the EEA SCCs, Section A.

(b) Annex 1B: Description of Transfer: See Annex I to the EEA SCCs, Section B.

(c) Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Annex II to the EEA SCCs.

(d) Annex III: List of Sub processors (Modules 2 and 3 only): See Annex III to the EEA SCCs.

4. Ending this Addendum when the Approved Addendum Changes. Importer and Exporter may end this Addendum as set out in Section 19.

PART 2: MANDATORY TABLES

Entering into this Addendum.

1. 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.

2. 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.

3. 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:

(a) Addendum: This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.

(b) Addendum EU SCCs: The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.

(c) Appendix Information: As set out in Table ‎3.

(d) Appropriate Safeguards: 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.

(e) Approved Addendum: 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.

(f) Approved EU SCCs: The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

(g) ICO: The Information Commissioner.

(h) Restricted Transfer: A transfer which is covered by Chapter V of the UK GDPR.

(i) UK: The United Kingdom of Great Britain and Northern Ireland.

(j) UK Data Protection Laws: All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.

(k) UK GDPR: As defined in section 3 of the Data Protection Act 2018.

4. 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.

5. 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.

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

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

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

(a) 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;

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

(c) 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.

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

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

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

(a) References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;

(b) 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”;

(c) 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.”;

(d) 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”;

(e) 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;”

(f) 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;

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

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

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

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

(k) The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

(l) 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;”;

(m) Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales.”;

(n) 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

(o) 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.

16. 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.

17. 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.

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

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

(b) 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.

19. 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:

(a) its direct costs of performing its obligations under the Addendum; and/or

(b) 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.

20. 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.

ANNEX 5 to DPA: SECURITY MEASURES

1. Organizational management and dedicated staff responsible for the development, implementation and maintenance of the Provider’s information security program.

2. Audit and risk assessment procedures for the purposes of periodic review and assessment of risks to Provider’s organization, monitoring and maintaining compliance with the Provider’s policies and procedures, and reporting the condition of its information security and compliance to internal senior management.

3. Data security controls which include, at a minimum, logical segregation of data, restricted (e.g. role-based) access and monitoring, and utilization of commercially available industry standard encryption technologies for Personal Data that is transmitted over public networks (i.e. the Internet) or when transmitted wirelessly or at rest or stored on portable media (i.e. laptop computers).

4. Logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions, (e.g. granting access on a need-to-know and least privilege basis, use of unique IDs and passwords for all users, periodic review and revoking/changing access promptly when employment terminates or changes in job functions occur).

5. Password controls designed to manage and control password strength, expiration and usage including prohibiting users from sharing passwords and requiring that the Provider’s passwords that are assigned to its employees: (i) be at least eight (8) characters in length, (ii) not be stored in readable format on the Provider’s computer systems; (iii) must have defined complexity; and (iv) newly issued passwords must be changed after first use.

6. System audit or event logging and related monitoring procedures to proactively record user access and system activity.

7. Physical and environmental security of data centers, server room facilities and other areas containing Personal Data designed to: (i) protect information assets from unauthorized physical access, (ii) manage, monitor and log movement of persons into and out of the Provider’s facilities, and (iii) guard against environmental hazards such as heat, fire and water damage.

8. Operational procedures and controls to provide for configuration, monitoring and maintenance of technology and information systems, including secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from the Provider’s possession.

9. Change management procedures and tracking mechanisms designed to test, approve and monitor all material changes to the Provider’s technology and information assets.

10. Incident management procedures design to allow Provider to investigate, respond to, mitigate and notify of events related to the Provider’s technology and information assets.

11. Network security controls designed to protect systems from intrusion and limit the scope of any successful attack.

12. Vulnerability assessment, patch management and threat protection technologies, and scheduled monitoring procedures designed to identify, assess, mitigate and protect against identified security threats, viruses and other malicious code.

13. Disaster recovery procedures designed to maintain service and/or recovery from foreseeable emergencies or disasters.