Where Schedule 2 or the Statement of Work determines so, this Data Processing Addendum, including its Schedules (“DPA”) forms part of the Terms and Conditions to reflect the parties’ agreement with regard to the processing of Your personal data.
(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
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, officesandagenciesandon the free movement of suchdata, andrepealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC(OJL295 of 21.11.2018, p. 39), to the extent these Clausesand the dataprotection 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 2021/915. or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauseslaid down in theseClausesin awider contract and/orto add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clausesor 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.
(a) Datasubjects may invoke andenforcetheseClauses,asthird-party beneficiaries, against the data exporter and/ or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(b), 8.9(a), (c),(d) and
(e); (iii) Clause 9(a),(c),(d) and (e);
(iv) Clause 12(a),(d) and
(f); (v) Clause 13;
(vi) Clause 15.1(c),(d) and (e);
(vii) Clause 16(e);
(viii) Clause18(a) and (b).
(b) Paragraph(a)iswithout prejudiceto rightsof datasubjectsunder Regulation(EU)2016/679.
(a) Where these Clausesuse terms that are defined in Regulation (EU) 2016/679, those terms shall havethe samemeaningasin that Regulation.
(b) TheseClausesshall be read and interpreted in the light of the provisionsof 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.
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 Clausesshall prevail.
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s)for which they are transferred, are specified in Annex I.B.
Thedata exporter warrants that it hasusedreasonableefforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligationsunder theseClauses.
(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.
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.
On request, the data exporter shall make acopy of these Clauses, including the Appendix ascompleted 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.
If thedataimporter becomesawarethat thepersonal datait has receivedisinaccurate,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.
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 Clausesandwill only process it to the extent and for as long asrequired under that local law. This iswithout prejudice to Clause14, 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. Incaseof 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 necessaryfor 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 anappropriate 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, adescription of the nature of the breach (including, where possible, categoriesand 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 itsobligationsunder 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.
Where the transfer involvespersonal datarevealingracial 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.
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 athird 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 isor agreesto be bound by theseClauses,under the appropriate Module, or if:
(i) the onward transfer isto acountry benefittingfrom anadequacydecision pursuant to Article 45 of Regulation (EU) 2016/679 that coversthe onward transfer;
(ii) the third partyotherwiseensuresappropriatesafeguardspursuant to Articles 46or 47 of Regulation (EU)2016/679with respect to the processingin question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claimsin the context of specificadministrative,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.
(a) Thedataimporter shall promptly andadequatelydeal with enquiriesfrom the dataexporter that relate to the processingunder theseClauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the dataimporter shall keepappropriate documentation on the processingactivitiescarried out on behalf of the dataexporter.
(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 noncompliance. In deciding on areview 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 resultsof any audits, availableto the competent supervisory authority on request.
(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 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 engagesa sub-processor to carry out specific processingactivities (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 asthose binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.2 The Parties agree that, by complying with this Clause, the data importer fulfils its obligations
2Thisrequirement maybe satisfied by the sub-processor accedingto theseClausesunder the appropriateModule, inaccordancewith Clause7.
under Clause 8.8. The data importer shall ensure that the sub-processor complieswith theobligationsto which the dataimporter issubject pursuant to theseClauses.
(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 itsobligationsunder that contract.
(e) The data importer shall agree a third -party beneficiary clause with the subprocessor 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.
(a) The data importer shall promptly notify the data exporter of any request it hasreceived from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/ 679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, aswell 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 instructionsfrom the dataexporter.
(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 adispute between adata subject and one of the Partiesasregardscompliance 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) Wherethe datasubject invokesa third-party beneficiary right pursuant to Clause3, the data importer shall accept the decision of the datasubject 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 disputeto the competent courtswithin the meaningof Clause18.
(d) The Parties acceptthat the data subjectmay 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 abidebyadecisionthat isbindingunder theapplicableEU or Member Statelaw.
(f) Thedataimporter agreesthat the choicemadeby the datasubject will not prejudicehis/her substantiveand procedural rightsto seek remediesin accordancewith applicablelaws.
(a) EachParty shall beliableto the other Party/iesfor anydamagesit causesthe other Party/ies by anybreachof theseClauses.
(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 nonmaterial damagesthe dataexporter 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 backfrom the other Party/ iesthat part of the compensationcorrespondingto its/ their responsibility for the damage.
(g) Thedataimporter may not invokethe conduct of a sub-processor to avoid its own liability.
(a) Where the data exporter is established in an EUMember 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 itsArticle 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 meaningofArticle27(1)ofRegulation(EU)2016/679 isestablished, asindicated 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 itsArticle 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 Clausesin relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in anyproceduresaimed at ensuringcompliancewith 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.
(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 ademocratic society to safeguard one of the objectiveslisted in Article 23(1) of Regulation (EU)2016/679, arenot in contradiction with theseClauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the followingelements:
(i) the specific circumstancesof 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 accessby such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards3;
(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.
3As regardsthe impact of such lawsand practiceson compliance with these Clauses,different elementsmay be considered as part of an overall assessment.Suchelementsmay include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, coveringasufficiently 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 thisinformation 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.
(c) Thedata importer warrantsthat, in carryingout 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) ThePartiesagreeto document the assessment under paragraph (b) and makeit availableto the competent supervisoryauthority on request.
(e) The data importer agreesto notify the data exporter promptly if, after having agreed to these Clausesand 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 achange in the lawsof the third country or ameasure (such asa 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, 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 thisright to termination only with respect to the relevant Party, unless the Partieshave agreed otherwise. Where the contract isterminated pursuant to thisClause, Clause 16(d) and (e) shall apply.
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessarywith the help of the dataexporter)if it:
(i) receives a legally binding request from apublic 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, assoonaspossible.Thedataimporter agreesto 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 agreesto 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.
(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 groundsto consider that the request isunlawful under the lawsof 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) Thedataimporter agreesto document its legal assessment and anychallengeto 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) Thedataimporter agreesto provide the minimum amount of information permissiblewhen respondingto a request for disclosure, basedon a reasonableinterpretation of the request.
(a) Thedataimporter shall promptly inform thedataexporter if it isunableto complywith 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 processingof personal dataunder theseClauses, 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 isin substantial or persistent breachof theseClauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regardingits obligationsunder theseClauses.
In these cases, it shall inform the competent supervisory authority of such noncompliance. Where the contract involves more than two Parties, the data exporter may exercise thisright 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.
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-beneficiary rights. The Parties agree that this shall be the laws of the Republic of Ireland.
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of the district of the Republic 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
A. LIST OF PARTIES
Data exporter(s):
Name: The entity identified as “Customer” in the Framework Agreement.
Address: The address for Customer associated with its account with Us or as otherwise specified in the Framework Agreement.
Contact person’s name, position and contact details: The contact details associated with Customer’s account with Us, or as otherwise specified in the Framework Agreement.
Activities relevant to the data transferred under these Clauses: The activities specified in the relevant Product Fact Sheet(s) – accessible via Our security portal.
Signature and date: By signing the Framework Agreement, the data exporter will be deemed to have signed this Annex I.
Role (controller / processor): Controller
Data importer(s):
Name: The Aspire Digital Group Contracting Party, as determined by the Terms and Conditions.
Address: The address for Us, as specified in the Terms and Conditions.
Contact person’s name, position and contact details: Group DPO, [email protected]
Activities relevant to the data transferred under these Clauses: The activities specified in the relevant Product Fact Sheet(s) – accessible via Our security portal.
Signature and date: By signing the Framework Agreement, the data exporter will be deemed to have signed this Annex I.
Role (controller / processor): Processor
B. DESCRIPTION OF TRANSFER)
Categories of data subjects whose personal data is transferred
Categories of data subjects are specified in the corresponding Product Fact Sheet(s).
Categories of personal data transferred
The personal data is described in the corresponding Product Fact Sheet(s).
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures
The data exporter might include sensitive personal data in the personal data described in the corresponding Product Fact Sheet(s).
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis)
Personal data is transferred on a continuous basis to allow Us to perform the services as procured in the Framework Agreement.
Nature of the processing
The nature of processing is described in the corresponding Product Fact Sheet(s).
Purpose(s) of the data transfer and further processing
For Us to provide the services.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
For the duration of the corresponding Framework Agreement plus a reasonable period of time to allow for Us to fulfil the offboarding services.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
In addition to The Access Group, sub-processors shall be described in the corresponding Product Fact Sheet(s). Their duration of processing shall mirror Ours.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
The data exporter’s competent supervisory authority will be determined in accordance with the EU GDPR.
Description of the technical and organisational 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
The product-specific measures are described in the corresponding Product Fact Sheet(s). This may include details such as pseudonymization and encryption, back-ups, firewalls, anti-virus information and more.
In addition to this:
1. Information Security Program. We will maintain an information security program designed to: (a) enable You to secure Your Customer Data against accidental or unlawful loss, access or disclosure, (b) minimise physical and logical security risks to the relevant Access Product(s), including through regular testing. We will designate one or more employees to coordinate and be accountable for the information security program.
Our information security program will include the following measures:
1.1. Logical Security.
A. Aspire Digitel Group Controls. We will make Aspire Digitel Group Product(s) accessible only to authorised personnel, and only as necessary to maintain and provide the services. We will maintain access controls and policies to manage authorisations for access to the Aspire Digitel Group Product(s) from each network connection and user, including through the use of firewalls or functionality equivalent technology and authentication controls. We will maintain access controls designed to: (i) restrict unauthorised access to data, and; (ii) segregate each customer’s data from other customers’ data.
B. Restricted User Aspire Digitel Group. We will: (i) provision and restrict user access to the Aspire Digitel Group Product(s) in accordance with least privilege principles based on personnel job functions; and (ii) require review and approval prior to provisioning access to the Aspire Digitel Group Product(s) above least privileged principles, including administrator accounts.
C. Vulnerability Assessments. We will perform regular external vulnerability assessments and penetration testing of the Aspire Digitel Group Product(s), and will investigate identified issues and track them to resolution in a timely manner.
D. Application Security. Before launching new Aspire Digitel Group Product(s) and or significant new features of existing Aspire Digitel Group Products, We will perform application security reviews designed to identify, mitigate and remediate security risks.
E. Change Management. We will maintain controls designed to log, authorise, test, approve and document changes to existing Aspire Digitel Group Products, and will document change details within its change management or deployment tools. We will test changes according to its change management standards prior to migration to production. We will maintain processes designed to detect unauthorised changes to the Aspire Digitel Group Product(s) and track identified issues to a resolution.
F. Data Integrity. We will maintain controls designed to provide data integrity during transmission, storage and processing within the Aspire Digitel Group Product(s). We will ensure there is the ability to delete Your Customer Data from the Aspire Digitel Group Product(s).
G. Business Continuity and Disaster Recovery. We will maintain a risk management program designed to support the continuity of Our critical business functions (“Business Continuity Program”). The Business Continuity Program includes processes and procedures for identification of, response to, and recovery from, events that could prevent or materially impair Our provision of the services (“BCP Event”). The Business Continuity Program includes a three-phased approach that We will follow to manage BCP Events:
a. Activation & Notification Phase. As We identify issues likely to result in a BCP Event, We will escalate, validate and investigate those issues. During this phase, We will analyse the root cause of the BCP Event.
b. Recovery Phase. We assign responsibility to the appropriate teams to take steps to restore normal system functionality or stabilize the affected services.
c. Reconstitution Phase. Our leadership reviews actions taken and confirms that the recovery effort is complete and the affected portions of the services and or Aspire Digitel Group Product(s) have been restored. Following such confirmation, We may conduct a postmortem analysis of the BCP Event.
H. Incident Management. We will maintain corrective action plans an incident response plans to respond to potential security threats. The incident response plans will have defined processes to detect, mitigate, investigate, and report security incidents. Our incident response plans include incident verification, analysis, containment, data collection and problem remediation.
1.2. Physical Security.
A. Aspire Digitel Group Controls. We will: (i) implement and maintain physical safeguards designed to prevent unauthorised physical access, damage, or interference to our network and or Aspire Digitel Group Products;
(ii) use appropriate control devices to restrict physical access to Our network and or Aspire Digitel Group Products to only authorised personnel who have a legitimate business need for such access;
(iii) monitor physical access to Our network and or Aspire Digitel Group Products using intrusion detection systems designed to monitor, detect, and alert appropriate personnel of security incidents; and
(iv) log and regularly audit physical access to Our network and or Aspire Digitel Group Product(s); and (v) perform periodic reviews to validate adherence with these standards.
B. Availability. We will take measures to minimise the effect of a malfunction with Our network and or the Aspire Digitel Group Product(s).
1.3. Aspire Digitel Group Group Employees.
A. Employee Security Training. We will implement and maintain employee security training programs regarding Our information security requirements. The security awareness training programs will be reviewed and updated at least annually.
B. Background Checks. Where permitted by law, and to the extent available from applicable governmental authorities, We will require that each employee undergo a background investigation that is reasonable and proportionate for that employee’s position and level of access to Our network and or Aspire Digitel Group Product(s).
2. Continued Evaluation. We will conduct periodic reviews of Our information security program and We will update or alter Our information security program as necessary to respond to new security risks and to take advantage of new technologies.
3. International Standards and Certifications. All entities processing data within The Aspire Digitel Group applies ISO27001 controls and principles to ensure that policies and processes are being followed. To determine whether the relevant Aspire Digitel Group Contracting Party is certified to ISO27001 and or any other standard, please check Our Information Security Portal, currently found here: https://aspiredigitalgroupsupport.force.com/Support/s/gdpr-hub
For transfers to (sub-) processors, also describe the specific technical and organisational 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.
The technical and organisational measures that the data importer will impose on sub-processors are described in Annex II.
The Limitations of Liability section of the Terms and Conditions (at section 6, schedule 1) is an additional clause pursuant to Clause 2 of these Clauses.
“Product Fact Sheet” means the content described as a ‘product fact sheet’ made available by Us and relevant to the Aspire Digital Group Product(s) being procured by You in any Framework Agreement.
