The EU General Data Protection Regulation (GDPR) is the most significant piece of European privacy legislation in the last twenty years, strengthening the rights that EU individuals have over their data, and creating a uniform data protection law across Europe.
TruCentive Incorporated is committed to its compliance with the EU Data Directive and the EU’s General Data Protection Regulation (GDPR), which takes effect on May 25, 2018.
TRUCENTIVE, INC.
DATA PROCESSING ADDENDUM
TRUCENTIVE AS VENDOR/DATA PROCESSOR
Last Updated: December 21, 2023
This Data Processing Addendum (“DPA”) is entered into as of the effective date of the agreement that incorporates it (“Effective Date”) and is between the customer (“Customer”) and TruCentive (“Vendor”). This DPA forms a part of the agreement that incorporates it as amended, supplemented, or replaced from time to time, and including any order form, statement of work, purchase order, or other agreement describing services to be provided (hereinafter, collectively, the “Agreement”).
This DPA reflects the parties’ agreement with respect to Services provided by the Vendor which may include the Processing of Personal Data in accordance with applicable Data Protection Laws, and this DPA is intended to supplement (and not replace) any Processing terms contained in the Agreement. In the event of any conflict between the terms of this DPA and the terms of the Agreement, this DPA shall control with respect to Processing of Personal Data.
Capitalized terms in this DPA shall have the same meaning they do in the Agreement, unless otherwise defined in context or as provided for below.
1.1 “Affiliate” means, with respect to a party, an entity that owns or controls, is owned or controlled by, or is under common control or ownership with that party. For purposes of this DPA, “control” is defined as the possession, directly or indirectly, of the power to direct the management and policies of an entity, for example, through ownership of voting securities or other equity interest, representation on its board of directors or governing body, by contract, or otherwise.
1.2 “Business Purpose” has the meaning ascribed to it in the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”) .
1.3 “Customer’s Data Subject” means a Data Subject whose primary business or transactional relationship is with the Customer, notwithstanding any transactions performed by the Vendor on behalf of the Customer as part of the Services provided under the Agreement. It is understood by the Customer that a Data Subject may also have certain transactional relationships directly with the Vendor, or other customers of the Vendor, as a result of services provided outside of the scope of the Agreement, and those relationships (and any Personal Data arising therefrom) shall not be considered as falling within this definition.
1.4 “Data Controller” or “Controller” means the legal person or entity which alone, or jointly with others, determines the purposes and means of Processing of Personal Data.
1.5 “Data Processor” or “Processor” means the person or entity that Processes Personal Data on behalf of a Controller (which is the Customer as contemplated by the Agreement and this DPA).
1.6 “Data Protection Law(s)” means all privacy and data protection laws and regulations applicable to the Services, including laws or regulations that apply to the processing of Personal Data under this Agreement, as updated from time to time.
1.7 “Data Subject” is an identified or identifiable natural person.
1.8 “Data Subject Request” means the process by which Data Subjects may exercise their rights regarding their Personal Data under applicable Data Protection Laws to.
1.9 “GDPR” means the General Data Protection Regulation (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, inclusive of any associated regulations and public guidance issued by EU or member state regulators or supervisory authorities, including the European Data Protection Board.
1.10 “Personal Data” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular identified or identifiable Customer Data Subject, that may be Processed by Vendor in connection with the performance of the Agreement. This term includes “personal data” and “personal information” as those terms are defined under applicable Data Protection Laws.
1.11 “Personal Data Breach” means any actual breach of security that has led to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
1.12 “Processing” or “Process” means any operation performed on Personal Data, whether manually or automatically, such as collecting, using, storing, transmitting, or sharing.
1.13 “Prohibited Personal Data” means Personal Data that includes or reveals (a) government-issued identification numbers, including but not limited to Social Security number, driver’s license number, passport number, state or national identification number and tax identification number; (b) financial account information, including but not limited to bank account information; (c) mental or physical health information; (d) health insurance information; (e) biometric data; (f) genetic data (g) precise geolocation data; (h) race or ethnicity; (i) religious, political or philosophical beliefs or opinions; (j) trade union membership; (k) sex life or sexual orientation; (l) citizenship or immigration information; (m) criminal convictions or offenses; (n) credit report information as defined under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.; (o) date of birth; or (p) information about children under the age of majority under applicable law.
1.14 “Sale” has the meaning ascribed to it under applicable Data Protection Laws.
1.15 “Share” and “Service Provider” have the meaning ascribed to them under the CCPA.
1.16 “Services” shall have the meaning provided for in the Agreement.
1.17 “Sub-Processor” means the entity engaged by Vendor or any further Sub-Processor to Process Personal Data on behalf and under the authority of Customer.
2.1 Roles and Responsibilities. Customer is the Data Controller and Vendor is the Data Processor and Service Provider to Customer. Customer authorizes: (a) Vendor to Process the Personal Data of the Customer’s Data Subjects in accordance with the terms of this DPA and the Agreement; (b) Vendor to appoint any Vendor Affiliate as a Sub-Processor; and, (c) Vendor (and any Vendor Affiliate) to appoint third-party Sub-Processors to support the performance of the Services, provided that such appointments shall be subject to the terms of this DPA, including Section 3 below. Such authorization shall not be deemed to negate the Customer’s status as Data Controller nor shall it constitute any relinquishment of the Customer’s final authority over the purposes or means of Processing.
2.2 Vendor Processing Activities. Vendor agrees that it shall: (a) only process Personal Data to provide the Services in accordance with the Agreement and pursuant to Customer’s written instructions as set forth in this DPA, including Attachment 1 to this DPA; and, (b) take reasonable steps to limit Personal Data access to authorized personnel who are under written obligations of confidentiality. Vendor further agrees that it shall comply with the Data Protection Laws applicable to Vendor in the provision of Services under the Agreement and this DPA and, to the extent applicable, provide the level of privacy protection as is required by the CCPA.
2.3 Customer Processing Activities. Customer may in the course of its use of the Services transmit or otherwise make available Personal Data to Vendor. Customer shall have sole responsibility for the accuracy, quality, and legality of that Personal Data, including the means by which Customer or any relevant third-party acquired that Personal Data. Unless specifically identified and agreed in the Agreement or this DPA, Customer represents and warrants that it shall not make available or store within the Services any Prohibited Personal Data. Customer also represents and warrants that it has provided all necessary notices to the relevant Data Subjects and obtained appropriate permission, consent, or other valid authorization for transmission to and Processing of Personal Data (including cross-border transfers) by Vendor, as may be required by applicable Data Protection Laws.
2.4 Details of Processing Activities. The nature and extent of Personal Data processed by Vendor is described in Attachment 1 to this DPA. Because the Customer has specified the requirements applicable to the processing through the Agreement and this DPA, the purpose and means of processing shall at all times be deemed to have been determined solely by Customer. Customer agrees that Customer is solely responsible for providing any legally-required privacy notices to Customer Data Subjects in connection with the Services, including on any hosted website or online service provided by Vendor to Customer.
2.5 No Sale or Sharing. Vendor shall not any Sell or Share Personal Data.
2.6 CCPA. To the extent the CCPA is applicable, and except as otherwise permitted by applicable Data Protection Laws, Vendor shall not (a) retain, use or disclose Personal Data (i) for any purpose other than the limited Business Purpose(s) specified in Attachment 1 to this DPA, which relate to Vendor’s performance of the Services as set forth in the Agreement, or (ii) outside of the direct business relationship between Customer and Vendor; or (b) combine Personal Data received pursuant to the Agreement with personal data received from or on behalf of another person(s), or collected from Vendor’s own interactions with individuals, unless permitted by applicable Data Protection Laws. Vendor shall provide the level of privacy protection as is required by the CCPA, where applicable. To the extent applicable, (a) Customer may take reasonable and appropriate steps to ensure that Vendor uses Personal Data in a manner consistent with Customer’s obligations under the CCPA; and (b) upon notice to Vendor, Customer may take reasonable and appropriate steps to stop and remediate the unauthorized use of Personal Data under the CCPA. Vendor shall promptly notify Customer if at any time Vendor makes a determination that it can no longer meet its obligations under this DPA or the CCPA, where applicable.
Customer consents to Vendor engaging Sub-Processors in the performance of Vendor’s obligations to provide Services as set forth in the Agreement. A list of Sub-Processors can be provided to Customer by Vendor by written request. Vendor shall take commercially reasonable steps to require that any Sub-Processor it engages to provide Vendor Services on its behalf in connection with this DPA does so only on the basis of a written contract which imposes on such Sub-Processor terms that are materially as protective of Personal Data as those imposed on Vendor in this DPA. Customer may sign up to receive email-based notice when Vendor updates its list of Sub-Processors through written request to the Vendor. If Customer signs up to receive such notice, Vendor shall provide Customer with at least 10 days’ notice of the appointment of a new Sub-Processor and, to the extent required by applicable Data Protection Law, give Customer an opportunity to object before Personal Data is provided to the Sub-Processor. If Customer does not object to the appointment of such Sub-Processor on reasonable grounds within 10 days of notification, the appointment will be deemed accepted. Vendor agrees to be liable for the acts or omissions of its third-party Sub-Processors to the same extent as Vendor would be liable if performing the services of the Sub-Processors under the terms of the Agreement.
4.1 Receipt of Data Subject Requests by Vendor. In the event Vendor receives a Data Subject Request from Customer’s Data Subject, Vendor shall not respond to such Data Subject Request without Customer’s prior written consent except: (a) to confirm receipt; (b) to advise that such request relates to Customer; (c) to provide a referral to the Customer; and (d) as otherwise required by Data Protection Laws.
4.2 Vendor Assistance to Customer for Data Subject Requests. To the extent Customer does not have the ability to address a Data Subject Request using the functionalities available to Customer within the Vendor Service, Vendor shall, upon Customer’s request, provide reasonable assistance to facilitate obtaining such information as may be relevant to the Data Subject Request, to the extent Vendor is able to provide such information consistent with applicable law. Customer shall notify Vendor of any required assistance via email sent to the TruCentive Network Global Privacy Office at the email address designated in the Agreement.
4.3 Customer Responsibilities. Customer shall be responsible for all interactions and communications with the Customer’s Data Subject in connection with a Data Subject Request (notwithstanding the confirmation notice described in Section 4.1 above), and shall solely be responsible for verification of the identity of the Data Subject, or their authorized representative, and fulfillment of the Data Subject Request. Vendor shall not be responsible for verification of requests, or for to the fulfillment of Data Subject Requests, unless explicitly agreed by the parties in writing.
4.4 Time Frame for Assistance. Should Customer require assistance pursuant to Section 4.2, Vendor shall provide a substantive response within a commercially reasonable period of time, but no event more than thirty (30) business days after receipt, provided that such notification is complete insofar as Customer has provided, via the notification process in Section 4.2, all relevant information required in order that the Vendor may identify the appropriate records. If the Personal Data provided in response to such request for assistance includes any sensitive information, Vendor shall notify Customer and the parties shall determine a mutually agreeable process for securely transmitting that information (e.g., encrypted file, secure FTP, encrypted email, etc.).
4.5 Additional Assistance Obligations. Vendor shall provide commercially reasonable assistance to Customer in complying with Customer’s obligations under applicable Data Protection Laws, in particular Customer’s obligation, as applicable, to implement appropriate technical and organizational measures, to carry out a data protection impact assessment, and to consult the competent supervisory authority.
5.1 Upon Termination of Service. Upon termination of the Service, Customer may request that Vendor delete, or at Customer’s request, return to Customer, Customer’s Data Subject Personal Data contained therein, from the Vendor environment as provided in the Agreement. Unless otherwise required to retain such data by applicable laws, Vendor shall make reasonable efforts to delete applicable Personal Data from live systems. Customer acknowledges that Vendor may still retain certain Personal Data in offline archives, “cold storage” systems, or physical or virtual system backups (collectively “Archived Data”), and that Vendor shall not be obligated to delete Archived Data, provided that Vendor shall delete any Archived Data if such data is retrieved from its archived state and restored to live systems and such deletion is otherwise in accordance with Vendor’s records retention practices. Customer can request Personal Data deletion from Archived Data, and if Vendor accommodates that request, Customer shall bear all administrative and labor costs associated with the process of retrieval and disposal, including all third-party fees and any other costs reasonably incurred by the Vendor (billed at the Vendor’s then-current standard professional services rates).
5.2 Upon Data Subject Request. In the event Customer has received a valid Data Subject Request for Personal Data deletion from Customer’s Data Subject, upon written request from Customer, Vendor shall undertake reasonable efforts to comply with such request to the extent required by applicable Data Protection Laws and otherwise permitted under applicable law. Customer acknowledges that Vendor may utilize cryptographic or other commercially reasonable methods to de-identify or anonymize relevant Personal Data but may still retain Archived Data and certain non-Personal Data or aggregate data associated with a particular transaction or record. Customer agrees that, to the extent such Personal Data has been removed from processing or been de-identified or anonymized consistent with applicable Data Protection Laws, such data shall for purposes of this DPA be considered deleted or otherwise removed from the defined scope of Personal Data under the Agreement.
5.3 Ongoing Obligations. The terms of this DPA, including the Security Terms in Attachment 2, shall survive the Agreement and shall be fully enforceable with regard to Personal Data (including Archived Data) until such time as the Personal Data has been destroyed, deleted, or otherwise irreversibly rendered incapable of identifying any individual.
6.1 Inspection and Audit. Unless otherwise provided for in the Agreement, Customer may exercise its right of inspection and audit under applicable Data Protection Laws by requesting, and Vendor shall comply by providing: (a) a certificate not older than 18 months by a registered and independent external auditor demonstrating that Vendor’s technical and organizational measures are sufficient and in accordance with an accepted industry audit standard and an industry-standard Shared Assessments’ Standardized Information Gathering (“SIG”) Questionnaire; or, (b) if the SIG is insufficient to demonstrate compliance with applicable Data Protection Laws, additional information in the form of responses to commercially reasonable questionnaires from Customer.
6.2 Additional Assistance. In the event that Customer demonstrates that it is required, under Data Protection Laws or by a supervisory authority with competent jurisdiction over Customer, to request additional information pursuant to Section 6.1(b) above (including an on-site inspection) that is not otherwise addressed by the information furnished by Vendor pursuant to Section 6.1(a), such further information shall not be unreasonably withheld, however the Vendor, taking into account the resources and time required to fulfill the additional requests, reserves the right to invoice the Customer on a time and materials basis for any activities necessary for the preparation of such information (billed at the Vendor’s then-current standard professional services rates). If Vendor anticipates the need to invoice, Vendor shall notify Customer in advance of undertaking any work and Customer and Vendor shall mutually agree upon the scope, timing and duration of any on-site inspection, including with respect to any third-party inspector selected by the Customer. Customer shall promptly notify Vendor of any non-conformance discovered during the course of an on-site audit. It is acknowledged and agreed that nothing in this DPA shall require the Vendor, its Affiliates or Sub-Processors, to disclose or provide access to any records, information, or systems which are confidential or proprietary to the Vendor or its Sub-Processors or their Affiliates.
6.3 Documentation. Vendor shall make available to Customer within a reasonable time frame such information in its possession or control as Customer may reasonably request that is necessary to demonstrate Vendor’s compliance with its obligations as a Data Processor under Data Protection Law. Requests for assistance should be made to the Customer’s primary account manager responsible with the Vendor.
Vendor maintains technical and organizational measures required under applicable Data Protection Laws for the security of Personal Data, including all such measures as described in Attachment 2.
8.1 International Transfers. The parties agree that Vendor may process Personal Data directly or through the use of Sub-Processors in jurisdictions around the world, in its reasonable discretion to provide the Services or to perform its rights and responsibilities under the Agreement. Where required by Data Protection Laws, Vendor shall implement appropriate data transfer mechanisms in accordance with Data Protection Laws.
8.2 EU Standard Contractual Clauses. In the event that the Services require transfers of Personal Data outside of the European Economic Area (“EEA”) to a third country that has not been designated as providing adequate levels of protection for Personal Data by the European Commission, the parties agree that the Standard Contractual Clauses (“Clauses”) in Attachment 3 apply. The Clauses in Attachment 3 shall be deemed to be amended from time to time to reflect (to the extent possible without material uncertainty as to the result) any change (including any replacement) made in accordance with applicable Data Protection Laws.
8.3 UK Data Transfer Addendum. In the event that the Services require transfers of Personal Data outside of the UK to a third country that has not been designated by the UK as providing adequate levels of protection for Personal Data, the parties agree that Attachment 4 applies. The clauses in Attachment 4 shall be deemed to be amended from time to time to reflect (to the extent possible without material uncertainty as to the result) any change (including any replacement) made in accordance with applicable Data Protection Laws, by the UK.
9.1 Personal Data Breach Notification. Vendor shall notify Customer without undue delay after becoming aware of a Personal Data Breach, unless otherwise required by law or requested by applicable law enforcement agencies. Customer shall notify Vendor without undue delay after becoming aware of any Personal Data Breach which might reasonably impact the Services provided by the Vendor. Notifications to TruCentive Network regarding a Personal Data Breach shall be sent via e-mail to the address designated in the Agreement.
9.2 Data Breach Assistance. Where appropriate, Vendor shall provide reasonable assistance to Customer to the extent required for Customer to comply with applicable Data Protection Law, which may include assistance in notifying the relevant supervisory authority, if customer determines such notification is needed under applicable Data Protection Law. Vendor shall provide to the Customer, to the extent available, the following information regarding a Personal Data Breach: (a) The nature of the Personal Data Breach, the categories of data involved and the numbers of Customer Data Subjects concerned; (b) The name and contact details of Vendor’s Data Protection Officer, Information Security Officer, or other relevant individuals from whom additional information may be obtained; (c) A good faith estimation and description of the risks related to and potential consequences of the Personal Data Breach; (d) A description of the measures taken, or proposed to be taken, to address the Personal Data Breach; and, (e) Any other information required by applicable Data Protection Laws.
9.3 Customer Notification to Vendor. Unless expressly required by applicable Data Protection Law, Customer shall not identify Vendor in any notification or communication regarding a Personal Data Breach to any supervisory authority, data subjects, or the public (or portions thereof) without Vendor’s approval of the contents of the notification or communication. Subject to Customer’s compliance with any mandatory notification deadlines under applicable Data Protection Law, Customer shall consult with Vendor in good faith and take account of any clarifications or corrections Vendor reasonably requests to such notifications and which are consistent with applicable Data Protection Law and applicable guidance relating to same.
10.1 Indemnity. Vendor agrees to indemnify, defend, and hold harmless Customer against losses that it may incur or that arise out of a third-party claim directedly related to: (a) gross negligence, willful misconduct, or fraud by Vendor, its Affiliates, or its Sub-Processors, or their respective employees or agents in the course of their obligations under this DPA; or (b) any Personal Data Breach caused by Vendor’s failure to comply with its security obligations in Attachment 2.
10.2 Liability Limitation. Vendor’s liability arising out of or in relation to Data Protection Laws and this DPA (including the Information Security Addendum in Attachment 2 and indemnification obligations above) shall be subject to the general limitations and exclusions of liability set forth in the Agreement (and not subject to any limitations or exclusions applicable specifically to confidentiality or confidential information in the Agreement).
11.1 Confidentiality. The parties may disclose the terms of this DPA to a data protection or regulatory authority (or a relevant data controller) to the extent required by law or regulatory authority, provided however, that any such disclosure shall be limited to the minimum information necessary to satisfy such disclosure requirement.
11.2 Notification of Infringement. Vendor shall inform Customer, as soon as reasonably practicable upon becoming aware, if in Vendor’s opinion any instructions provided by Customer under this DPA infringe applicable Data Protection Law(s).
11.3 Personal Data Associated with Customer/Vendor Relationship. The Parties agree that, with respect to any Customer business contact information that may be considered Personal Data, and which is required to administer the Services that are the subject of the Agreement, Vendor shall be considered a Data Controller, and any terms in this DPA relating to obligations of a Data Processor shall not apply thereto.
11.4 Compliance Responsibility. Each party is responsible for ensuring its employees’ and its authorized third-parties’ compliance with these terms.
11.5 Termination. This DPA shall terminate simultaneously and automatically with the termination of the relevant Agreement where Customer does not renew or amend the existing relevant Agreement. Notwithstanding the foregoing, Vendor shall continue to treat Personal Data in accordance with the terms herein for so long as Vendor has possession of or access to such Personal Data, consistent with Section 5.4 above.
11.6 Headings. The headings in this DPA are for convenience only and shall not affect the interpretation or construction of this DPA or the Agreement.
SCOPE OF THE PERSONAL DATA PROCESSING
This Attachment forms part of the DPA between Customer and Vendor.
Nature and duration of the Processing of Personal Data
Vendor Processes Personal Data on behalf of Customer for the purpose of providing the Services to Customer under the Agreement.
The duration of the Processing is the term of the Agreement plus the period from the end of such term until deletion of all Personal Data in accordance with this Addendum.
Personal Data will be subject to the following basic Processing activities: 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.
Vendor Processes Personal Data for the following Business Purpose(s):
The Processing concerns the following categories of Personal Data:
Personal Data relating to end users of Customer that is made available by Customer via the Services, as set forth in the Agreement and DPA.
The Processing concerns the following categories of sensitive Personal Data:
N/A
The Personal Data concerns the following categories of Data Subjects:
Data Subjects include end users of Customer.
INFORMATION SECURITY ADDENDUM
This Information Security Addendum (“ISA”) forms part of the DPA between Customer and Vendor. All capitalized terms used but not defined in this ISA have the meanings ascribed to them in the DPA.
Vendor’s information security program, including its relevant policies, procedures and controls, shall during the operation of the Agreement and the DPA include physical, technical and administrative measures that protect Personal Data from unauthorized access, acquisition, use, disclosure, or destruction. At a minimum, Vendor’s information security program shall include the following physical, technical and administrative measures:
These Clauses are deemed to be amended from time to time, to the extent that they relate to a Restricted Transfer which is subject to the Data Protection Laws of a given country or territory, to reflect (to the extent possible without material uncertainty as to the result) any change (including any replacement) made in accordance with those Data Protection Laws (i) by the Commission to or of the equivalent contractual clauses approved by the Commission under the GDPR (in the case of the Data Protection Laws of the European Union or a Member State); or (ii) by an equivalent competent authority to or of any equivalent contractual clauses approved by it or by another competent authority under another Data Protection Law (otherwise).
If these Clauses are not governed by the law of a Member State, the terms “Member State” and “State” are replaced, throughout, by the word “jurisdiction”.
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)[1] for the transfer of 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 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 – Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
Docking clause
(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.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 I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In the case of pseudonymization, 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 organizational 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 authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union[2] (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
(a) The data importer has the data exporter’s general authorization 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 15 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.8 The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s 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 authorized 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 organizational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorized to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behavior is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorizing access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards[3];
(iii) any relevant contractual, technical or organizational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimization
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of 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 Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Ireland.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
ANNEX I
(Annex to the European Union Standard Contractual Clauses)
Data exporter(s):
The Customer, as identified and with the name, address and contact information provided in the Agreement.
Role: Data Controller.
Activities relevant to the transferred data: use of the Services, and processing of Personal Data as described in the Agreement and DPA.
Signature and date: As provided in the Agreement.
Data importer(s):
TruCentive Network entity, as identified and with the name, address and contact information provided in the Agreement.
Role: Data Processor.
Activities relevant to the data transferred: provision of the Services, and processing of Personal Data as described in the Agreement and DPA.
Signature and date: As provided in the Agreement.
Categories of data subjects whose personal data is transferred: as set forth in the Agreement and Attachment 1 to the DPA.
Categories of personal data transferred: as set forth in the Agreement and Attachment 1 to the DPA.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: as set forth in Attachment 2 to the DPA (for safeguards) and in the Agreement and Attachment 1 to the DPA (for sensitive data processed).
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):continuous basis.
Nature of the processing: as set forth in the Agreement and Attachment 1 to the DPA.
Purpose(s) of the data transfer and further processing: as set forth in the Agreement and Attachment 1 to the DPA.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: as set forth in the Agreement.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: Subject to Section 3 of this DPA, the Sub-Processor will Process Personal Data as necessary to perform the Services pursuant to the Agreement. Subject to section 5 of the DPA, the Sub-Processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
Identify the competent supervisory authority/ies in accordance with Clause 13: Ireland, unless otherwise identified in the Agreement.
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
(Annex to the European Union Standard Contractual Clauses)
Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
See Attachment 2 to the DPA for a description of the technical and organization security measures.
For transfers to (sub-) processors, also describe the specific technical and organizational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter
See the Agreement and DPA for information about the technical and organizational measures taken by sub-processors.
ANNEX III
LIST OF SUB-PROCESSORS
(Annex to the European Union Standard Contractual Clauses)
The controller has authorized the use of the following sub-processors: See list referenced in the Agreement.
Version B1.0, in force 21 March 2022
This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.
Table 1: Parties
Start date | As of the Effective Date specified in the Agreement. | |
The Parties | Exporter (who sends the Restricted Transfer) | Importer (who receives the Restricted Transfer) |
Parties’ details | Full legal name: The Customer, as identified and with the name, address and contact information provided in the Agreement. Trading name (if different): As provided in the Agreement for the Customer. Main address (if a company registered address): As provided in the Agreement for the Customer. Official registration number (if any) (company number or similar identifier): As provided in the Agreement for the Customer. | Full legal name: TruCentive Network entity, as identified and with the name, address and contact information provided in the Agreement. Trading name (if different): As provided in the Agreement for the Vendor. Main address (if a company registered address): As provided in the Agreement for the Vendor. Official registration number (if any) (company number or similar identifier): As provided in the Agreement for the Vendor. |
Key Contact | Full Name (optional): As provided in the Agreement. Job Title: As provided in the Agreement. Contact details including email: As provided in the Agreement. | Full Name (optional): As provided in the Agreement. Job Title: As provided in the Agreement. Contact details including email: As provided in the Agreement. |
Signature (if required for the purposes of Section 2) | As provided in the Agreement. | As provided in the Agreement. |
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCs | The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information: Date: The Effective Date of the Agreement. Reference (if any): N/A Other identifier (if any): N/A Or the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: |
Module | Module in operation | Clause 7 (Docking Clause) | Clause 11 | Clause 9a (Prior Authorization or General Authorization) | Clause 9a (Time period) | Is personal data received from the Importer combined with personal data collected by the Exporter? |
1 | ||||||
2 | ||||||
3 | ||||||
4 |
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: as identified and with the name, address and contact information provided in the Agreement |
Annex 1B: Description of Transfer: as set forth in the Agreement and Attachment 1 to the DPA. |
Annex II: Technical and organizational measures, including technical and organizational measures to ensure the security of the data: See Attachment 2 to the DPA for a description of the technical and organizational security measures. |
Annex III: List of Sub processors (Modules 2 and 3 only): See list referenced in the Agreement. |
Table 4: Ending this Addendum when the Approved Addendum Changes
Ending this Addendum when the Approved Addendum changes | Which Parties may end this Addendum as set out in Section 19: Importer Exporter neither Party |
Part 2: Mandatory Clauses
Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.
1 Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […].
2 The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
3 As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
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