DATA PROTECTION ADDENDUM

MAZi Security Company – DATA PROTECTION ADDENDUM

This Data Protection Addendum including, its Schedules and Appendices (the “DPA”) forms part of the MAZi Security Company Terms of Service for the purchase of MAZi Services (as defined therein) by Customer (the “Terms”) as updated from time to time between Customer and MAZi and which reflect the parties’ agreement with regard to the processing of personal data.

This DPA only applies to the extent (i) you are a corporate customer; (ii) personal data from the EEA (as defined below), and/or the United Kingdom are processed by MAZi in the course of its provision of Services to you. By continuing to use the MAZi Services, Customer enters into this DPA as at the date of deemed acceptance by Customer of the DPA through such continued use of the MAZi Services (“Effective Date”), on behalf of itself and, to the extent required under Data Protection Laws, in the name and on behalf of its Authorized Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” or “you”/”your” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Terms.

In the course of providing the MAZi Services to Customer pursuant to the Terms, MAZi may process personal data of Customer and the parties agree to comply with the following provisions with respect to any such processing.

HOW TO EXECUTE THIS DPA:

· This DPA consists of two parts: the main body of the DPA, and Schedule 1 which includes the Standard Contractual Clauses.

· This DPA has been pre-signed on behalf of MAZi Security Company and its affiliates (“MAZi”, “we”, “our”, “us”).

· The Standard Contractual Clauses in Schedule 1 have been pre-signed by MAZi as the data importer.

· By continued use of the MAZi Services you are deemed to have accepted and be bound by the terms of this DPA and the Standard Contractual Clauses incorporated herein. At this point this DPA will become legally binding. For the avoidance of doubt, acceptance of the DPA shall be deemed to constitute signature and acceptance of the Standard Contractual Clauses incorporated herein, including their Appendices.

· By using the MAZi Services you confirm you are duly authorized by the Customer entity you represent to execute this DPA.

DATA PROTECTION TERMS:

1. DEFINITIONS; INTERPRETATION

1.1 The following terms shall have the following meanings:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;

“Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the Data Protection Laws of the European Economic Area (“EEA”) and/or the United Kingdom, and (b) is permitted to use the MAZi Services pursuant to the Terms;

“Customer” means the entity that entered into the Terms with MAZi to the extent such entity is a corporate entity as opposed to an individual and is subject to the EU GDPR and/or UK GDPR;

“Data Protection Laws” means any applicable data protection or privacy laws, rules and regulations. It shall include as applicable (a) the EU e-Privacy Directive 2002/58/EC as implemented by countries within the EEA; (b) the GDPR, (c) the UK Data Protection Act 2018 and the UK Privacy and Electronic Communications (EC Directive) Regulations 2003, and (d) other laws, rules and regulations that are similar, equivalent to, or successors to the laws that are identified in (a) through (c) above;

“EEA Restricted Transfer” means a transfer of personal data from or which originated in the EEA to a Third Country that is not considered to provide an “adequate level” of data protection by the European Commission and where such transfer is subject to the EU GDPR;

“GDPR” means the EU General Data Protection Regulation 2016/679 (“EU GDPR”) as implemented by countries within the EEA and the EU GDPR as retained as UK law by the European Union (Withdrawal) Act 2018 (“UK GDPR”) (as applicable to the processing);

“Restricted Transfer” means either an EEA Restricted Transfer or a UK Restricted Transfer;

“Standard Contractual Clauses” means the Standard Contractual Clauses attached at Schedule 1 hereto;

“Third Country” means a country outside of the EEA and the UK;

“UK Restricted Transfer” means a transfer of personal data from or which originated in the UK to a Third Country that is not considered to provide an “adequate level” of data protection by the UK Government and where such transfer is subject to the UK GDPR; and

The terms “controller”, “data subject,” “processor,” “processing,” “supervisory authority” shall have the same meanings ascribed to them under the GDPR.

1.2 To the extent the terms contained in this DPA conflict with those contained in the Terms, the terms in this DPA shall prevail to the extent such conflict relates to the processing of personal data. To the extent the terms contained in this DPA conflict with those contained in Schedule 1 (Standard Contractual Clauses), the terms in Schedule 1 (Standard Contractual Clauses) shall prevail to the extent of such conflict.

2. GENERAL

2.1 Each party shall comply with Data Protection Laws and the terms of this Agreement.

2.2 The parties acknowledge that if a Customer undertakes a Restricted Transfer (“Data Exporter”) to MAZi (“Data Importer”) the parties shall process personal data which is subject to the Restricted Transfer in accordance with the terms of clause 3 below and Schedule 1 hereto. The parties further acknowledge that:

(a) if each of the Data Exporter and the Data Importer is a controller, Module 1 of the Standard Contractual Clauses applies to the processing; and

(b) if the Data Exporter is a controller and the Data Importer is a processor, Module 2 of the Standard Contractual Clauses applies to the processing.

3. RESTRICTED TRANSFERS

3.1 Where the Data Exporter carries out a UK Restricted Transfer, the Standard Contractual Clauses shall be deemed amended as follows:

(a) all references to “Regulation (EU) 2016/679” or “that Regulation”, shall be read as “Regulation (EU) 2016/679 as retained as UK law by the European Union (Withdrawal) Act 2018”;

(b) all references to specific Article(s) of “Regulation (EU) 2016/679”</em > are replaced with the equivalent Article of the UK GDPR;

(d) Clause 13(a) and Part C of Annex II are not used and the competent supervisory authority for purposes of Clause 13 of the Standard Contractual Clauses shall be the UK’s Information Commissioner’s Office;

(e) the governing law shall be that of England & Wales for purposes of Clause 17 of the Standard Contractual Clauses;

(f) all references to “Union”, “EU”, and “EU Member State” are to be replaced with “UK”;

(g) Clause 18 is replaced to state “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

(h) the footnotes to the Clauses shall not apply.

3.2 Where the Restricted Transfer is made pursuant to Module 2 of the Standard Contractual Clauses, the Data Importer shall, taking into account the nature of processing and the information available to the Data Importer, provide assistance to the Data Exporter to enable the Data Exporter to carry out data protection impact assessments. The Data Exporter agrees to consult with the supervisory authority prior to processing where a data protection impact assessment indicates that the processing would result in a high risk to relevant data subjects.

3.3 Where the Restricted Transfer is made pursuant to Module 1 of the Standard Contractual Clauses, the Data Importer shall make available to the Data Exporter all information necessary to demonstrate compliance with the obligations set out in the Standard Contractual Clauses and at the Data Exporter’s request, allow for and contribute to audits of the processing activities covered by the Standard Contractual Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the Data Importer. The Data Exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the Data Importer and shall, where appropriate, be carried out with reasonable notice.

3.4 Where the Data Exporter carries out a Restricted Transfer it shall ensure that personal data transferred is accurate and limited to what is necessary in order for Data Exporter to receive the products and/or services from the Data Importer.

4. data subjects and enforcement

4.1 Except to the extent set out in clause 4.2, it is the express intent of the parties that any person who is not a party to this DPA has no right, as third party beneficiary, under local legal principle or law, to enforce any term of this DPA, and accordingly nothing contained in this DPA will entitle any person (including, data subjects) other than the parties to this DPA, to any claim, cause of action, remedy or right of any kind whatsoever.

4.2 Notwithstanding the provisions of clause 4.1 above, the parties agree that a data subject may enforce the terms of the Standard Contractual Clauses as provided therein.

5. term and termination

5.1 This Agreement enters into force as of the Effective Date foranindefinite term unless and until terminated as stated herein below.

5.2 Subject at all times to the termination provisions in the Standard Contractual Clauses, in the event that:

(a) Data Importer gives notice to Data Exporter that it is unable to comply with its obligations under Data Protection Laws or the Standard Contractual Clauses; or

(b) Data Importer is in material breach of any of its obligations under this DPA (including, the Standard Contractual Clauses) and such breach is incapable of being remedied or has not been remedied within 90 days of receipt of written notice to cure from any party; or

(c) a supervisory authority, or a tribunal or court rules that there has been a breach of any relevant laws in its jurisdiction by virtue of a Data Importer’s processing of personal data under or in connection with this DPA,

the Data Exporter, without prejudice to any other rights that it may have against the Data Importer, shall be entitled to:

(d) require the Data Importer to cease its processing of the personal data; or

(e) terminate this DPA.

5.3 In the event that Data Exporter is in material breach of any of its obligations under this DPA and such breach is incapable of being remedied or has not been remedied within 90 days of receipt of written notice to cure from any party, the Data Importer, without prejudice to any other rights that it may have against the Data Exporter, shall be entitled to:

(a) cease its processing of the relevant personal data; or

(b) terminate this DPA.

5.4 Notwithstanding anything else in this clause 5 or the Standard Contractual Clauses, the parties agree that the termination of this DPA at any time, in respect of any party in any circumstances and for whatever reason, does not exempt the relevant terminated party from the obligations and/or conditions under this DPA as regards the processing of personal data.

6. AMEndments

6.1 MAZi shall notify the Customer of any proposed amendment to this DPA. Each proposed amendment to this DPA shall be deemed accepted by the Customer and this DPA shall be deemed so amended 30 days from the date such notification is sent to the Customer. If the Customer signifies its non-acceptance of such proposed amendment within said 30-day period MAZi shall promptly commence discussions with the Customer in order to reach an outcome satisfactory to all parties.

6.2 Notwithstanding the foregoing, the parties acknowledge that should the UK Government publish new standard contractual clauses (or amendments to the existing standard contractual clauses) to address UK Restricted Transfers, such new standard contractual clauses will be automatically incorporated into this DPA where MAZi provides notice of this to the Customer and all UK Restricted Transfers will be thereafter made pursuant to such new or amended standard contractual clauses.

7. miscellaneous

7.1 Failure by any party to enforce any of its rights under this DPA shall not be taken as or deemed to be a waiver of such right.

7.2 If any part, term or provision under this DPA is held to be illegal or unenforceable, the validity or enforceability of the remainder of this DPA will not be affected.

7.3 This DPA shall be interpreted according to and governed by the laws of the Netherlands, without regard to the conflicts of law provisions therein, except for those provisions or clauses that dictate the application of another law. Each party irrevocably agrees that the courts of the Netherlands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this DPA or its subject matter or formation. Notwithstanding the foregoing, the provisions set out in Schedule 1 of this DPA shall be governed by, and subject to the jurisdiction of, the relevant law and courts as set forth in

Schedule 1.

STANDARD CONTRACTUAL CLAUSES

This attachment is an integrated part of the MAZi Data Processing Addendum, or other agreement between Customer and MAZi governing the processing of Personal Information (the “Addendum”). Unless otherwise defined in this attachment, capitalised terms used in this attachment have the meaning given to them in the Addendum.

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”).

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

Clause 2

Effect and invariability of the Clauses

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

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

Clause 3

Third-party beneficiaries

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

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

(ii) Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e);;

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

(iv) Clause 12 - Module One: Clause 12(a) and (d); Module Two: Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e);

(viii) 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

Applicable

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

MODULE ONE: Transfer controller to controller

8.1 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. It may only process the personal data for another purpose:

(a) where it has obtained the data subject’s prior consent;

(b) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

8.2 Transparency

(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

(i) of its identity and contact details;

(ii) of the categories of personal data processed;

(iii) of the right to obtain a copy of these Clauses;

(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.3 Accuracy and data minimisation

(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.

(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

8.4 Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.

8.5 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 personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(d) 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 personal data breach, including measures to mitigate its possible adverse effects.

(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.

(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.

(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

8.6 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 or offences (hereinafter “sensitive data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

8.7 Onward transfers

The data importer shall not disclose the personal data 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”) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

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

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

(c) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;

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

(e) it is necessary in order to protect the vital interests of the data subject or of another natural person; or

(f) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

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 Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

8.9 Documentation and compliance

(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.

(b) The data importer shall make such documentation available to the competent supervisory authority on request.

MODULE TWO: Transfer controller to processor

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 pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(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 Sensitive data

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 (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.

8.9 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

MODULE TWO: Transfer controller to processor

(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 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the concerned 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

MODULE ONE: Transfer controller to controller

(a) The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data exporter.

(b) In exercising their rights under these Clauses, data subjects shall be entitled to invoke against each Party those rights, which correspond to their respective obligations under these Clauses. This is without prejudice to the rights that data subjects have against the data exporter under Regulation (EU) 2016/679.

(c) 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.

(d) In the event 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 matter amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(e) 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.

(f) 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.

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

(h) 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.

MODULE TWO: Transfer controller to processor

(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 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 to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations pursuant to paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

(c) In addition to the data importer’s obligation to provide the data exporter with the information referred to in Clause 8.8 (b) and Clause 9(c), the data importer shall provide, at the data exporter’s request and where necessary with the assistance of the data exporter, the information referred to in Annex I and the information necessary to demonstrate compliance with these Clauses, to enable the data exporter to respond to a data subject’s request.

(d) The data importer shall cooperate with and assist the data exporter in fulfilling its obligations to carry out a data protection impact assessment of the processing or to consult the competent supervisory authority, where required pursuant to Article 35 or 36 of Regulation (EU) 2016/679, in each case taking into account the nature of the processing and the information available to the data importer.

Clause 11

Redress

MODULE ONE: Transfer controller to controller

(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 matter amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

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

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

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

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

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

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

MODULE TWO: Transfer controller to processor

(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 data importer shall abide by a decision that is binding under the applicable EU or Member State law or the competent supervisory authority.

(e) 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) Each Party 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 Party 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 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.

(d) The Parties agree that if one Party is held liable under paragraph (c) for damages caused by the other Party, it is entitled to claim back from that other Party that part of the compensation corresponding to its responsibility for the damage.

(e) The data importer may not invoke the conduct of a processor or 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.

(b) 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 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

(c) 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, in particular as set out in the EU instruments specified in Annex I.C, do not conflict with these Clauses.

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

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

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

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

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

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

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

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, in so far 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,