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Data Processing Agreement

CHRONUS LLC – GLOBAL DATA PROCESSING ADDENDUM

Last Updated: February 28, 2022

This Global Data Processing Addendum (“DPA”) applies where Chronus LLC and you (“Customer”) have entered into one or more Agreements, as defined below, pursuant to which Chronus LLC and/or its Affiliates (collectively, “Chronus”) process Personal Data for the purpose of providing the Services (as defined below) to Customer.  This DPA is hereby incorporated by reference into, and hereby amends, each of the Agreements. All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.

  1. DEFINITIONS. In this DPA, the following initially capitalized words have the meanings set out below.
    • Affiliate(s)” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with a Party to this DPA. “Control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term “Controlled” will be construed accordingly.
    • Agreement” means the written or electronic agreement(s) (including order forms) between Customer and Chronus for the provision of the Services to Customer, which reference this DPA.
    • Data Protection Laws” means any data protection laws or regulations applicable to Chronus’ processing of the Personal Data under this DPA, including, but not limited to: (a) EU Area Law; (b) the California Consumer Privacy Act of 2018 (“CCPA”); (c) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the foregoing; and (d) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with the foregoing; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.
    • Data Subject Request” means a request from a Data Subject to exercise their data subject rights under Data Protection Laws, including but not limited to those data subject rights under Chapter 3 of the GDPR.
    • EU Area” means European Union, European Economic Area, United Kingdom (“UK”), and Switzerland.
    • EU Area Law” means (a) the Regulation (EU) 2016/679 (“GDPR”); (b) the GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 and amended by Schedule 1 to the Data Protection, Privacy and Electronic Communication (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (the “UK GDPR”); (c) the Swiss Federal Act on Data Protection of 19 June 1992 (SR 235.1) (“FADP”) and, from January 1, 2023, onwards, the Revised Swiss Federal Act on Data Protection of 25 September 2020 (“Revised FADP”); (d) any successor or amendments thereto (including, without limitation, implementation of GDPR by Member States into their national law); or (e) any other law relating to the data protection, security, or privacy of individuals that applies in the EU Area.
    • Personal Data” means any data which (i) qualifies as “Personal Data” “Personal Information” “Personally Identifiable Information” or any substantially similar term under applicable Data Protection Laws and (ii) is processed by Chronus on behalf of Customer in connection with the Agreement.
    • “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
    • “Personnel” means any personnel of Chronus who are authorized to process Personal Data under the authority of Chronus.
    • “Services” means the services provided by Chronus to Customer pursuant to the Agreement.
    • Standard Contractual Clauses” or “SCCs” means the standard contractual clauses for the transfer of European Area Personal Data to Third Countries as adopted by the European Commission, the UK Information Commissioner (as they may apply for UK to Third Country transfers), or any successor clauses thereto.
    • Supervisory Authority” means, as applicable: (a) a “supervisory authority” as defined in the GDPR; and/or (b) the “Commissioner” as defined in the UK GDPR and/or FADP (or Revised FADP, as applicable).
    • “Subprocessor” means any person or entity appointed by or on behalf of a Data Processor in connection with the processing of Personal Data in connection with the Agreement.
    • Third Country” means a country or territory that has not received an adequacy decision relating to data transfers from the European Commission.
    • In this DPA, the following terms (and any substantially similar terms as defined under Data Protection Laws) shall have the meanings and otherwise be interpreted in accordance with Data Protection Laws: Business, Controller, Data Controller, Data Processor, Data Subject, Processor, Sell, Service Provider, process(ing) and
  2. SCOPE OF DPA.
    • This DPA applies where and solely to the extent that Chronus processes Personal Data on behalf of Customer for the purpose of providing the Services to the Customer pursuant to the Agreement and/or for Chronus’ internal training purposes (the “Business Purpose”). The subject-matter and duration of the processing, nature and purpose of the processing, type of Personal Data and categories of the Data Subjects are set out in Exhibit 1 attached hereto, which is hereby incorporated by reference.
    • Role of the Parties. As between Chronus and Customer, Customer is the Data Controller (as defined by Data Protection Laws) and Business (collectively, “Controller”) of the Personal Data and Chronus is the Data Processor (as defined by Data Protection Laws) and Service Provider (collectively, “Processor”) for the Personal Data processed by Chronus in connection with Customer’s access to and use of the Services, except where Customer is the Data Processor of the Personal Data, in which case Chronus is a subprocessor of Customer with respect to the Personal Data.
    • Compliance with Data Protection Laws. Each party will comply with its obligations under Data Protection Laws in connection with the processing of Personal Data. In connection with its access to and use of the Services, Customer shall process Personal Data within such Services and provide Chronus with instructions in accordance with Data Protection Laws.
  3. CUSTOMER OBLIGATIONS.
    • Customer represents and warrants to Chronus that (a) Customer will remain duly and effectively authorized to give the Instructions set out in the Agreement, this DPA, or as Customer otherwise provides; and (b) Customer will respond promptly to any inquiries regarding the Personal Data (including, without limitation, Data Subject Requests) and will notify Chronus promptly of such inquiries.
    • Data Quality and Integrity. Customer is solely responsible for the accuracy, quality, and legal compliance relating to the Personal Data. Customer’s use of the Services will not violate the privacy or data protection rights of any natural person. Chronus has no control over the nature, scope, or origin of, or the means by which Customer acquires, Personal Data processed by the Services.
    • Notice and Choice. Customer is solely responsible for providing its end users with appropriate notice regarding its processing activities. Where required by Data Protection Laws, Customer is solely responsible for obtaining, and represents and covenants that it has obtained or will obtain prior to processing by Chronus, all necessary consents, licenses, or approvals for the processing, or otherwise has a valid legal basis under Data Protection Laws for the processing of, any Personal Data provided by Customer or its Users in connection with the Services.
  4. CHRONUS’ OBLIGATIONS.
    • Without limiting the foregoing Section 3, Customer instructs Chronus (and authorizes Chronus to instruct its Personnel and Subprocessors) to process (including internationally transfer) Personal Data for the Business Purpose and in a manner consistent with the Agreement, this DPA and Data Protection Laws (the “Instructions”). Chronus shall not Sell Personal Data or retain, use or disclose the Personal Data for any purpose other than the Business Purpose or as otherwise expressly permitted by Customer or Data Protection Laws. The parties agree that the Customer’s complete and final Instructions with regard to the nature and purposes of the processing are set out in the Agreement and this DPA. Processing outside the scope of these Instructions (if any) will require prior written agreement between Customer and Chronus.
    • Infringing Instructions; Contrary Laws. Chronus shall promptly inform Customer if, in its reasonable opinion, the Instructions violate applicable Data Protection Laws. Chronus will notify Customer in the unlikely event that Data Protection Law requires Chronus to process Personal Data other than pursuant to the Instructions (unless prohibited from doing so by applicable law).
    • No Combination of Personal Data. Chronus is prohibited from combining Personal Data which Chronus processes on Customer’s behalf with Personal Data which Chronus receives from or on behalf of another person or persons, or collects from its own interactions with an individual provided that Chronus may combine personal information to perform the Business Purpose or as otherwise required to perform the Services.
    • Security Measures. Chronus shall implement reasonable and appropriate technical and organizational measures to ensure a level of security, confidentiality, availability, and integrity of Personal Data processed by Chronus in connection with the Services, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of individuals and the nature of the activities under the Agreement, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. Such measures include the security measures specified in Chronus’ Information Security Management System Policy set forth in Annex II to Exhibit 2.
    • Chronus will not disclose or transfer Personal Data to any third-party without the prior written consent of Customer except as required by Data Protection Laws, regulation or public authority or as otherwise permitted by this DPA or the Agreement.
    • Legally Compelled Disclosure. If a law enforcement agency sends Chronus a demand for Personal Data (for example, through a subpoena or court order), Chronus will attempt to redirect the law enforcement agency to request such Personal Data directly from Customer. As part of this effort, Chronus may provide Customer’s basic contact information to the law enforcement agency.  If compelled to disclose Personal Data to a law enforcement agency, then Chronus will (as legally permissible) give Customer reasonable notice of the demand to allow Customer to seek a protective order or another appropriate remedy.
    • Personal Data Breaches. Chronus shall notify Customer without undue delay upon Chronus’ confirmation of a Personal Data Breach. In the event of a Personal Data Breach, Chronus will provide Customer with sufficient information, as it becomes known to Chronus, to meet Chronus’ obligations under Article 33(3) of the GDPR or as otherwise required under Data Protection Laws. Chronus’ obligation to report or respond to a Personal Data Breach under this Section is not and will not be construed as an acknowledgement by Chronus of any fault or liability with respect to the Personal Data Breach. Insofar as a Personal Data Breach relates to Customer, Chronus will not make any announcement about a Personal Data Breach (a “Breach Notice”) without (a) the prior written consent from Customer; and (b) prior written approval by Customer of the content, media, and timing of the Breach Notice, unless required to make a disclosure or announcement by applicable law.
    • Return of Personal Data. Chronus will return Personal Data to Customer by permitting Customer to export Personal Data from the Services at any time during the Term using then-existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Personal Data. On Customer’s request, if and to the extent Customer cannot delete and/or overwrite Personal Data stored on Chronus’ systems using the then-existing features and functionality of the Services, Chronus shall delete or return to Customer, in accordance with Data Protection Laws, any Personal Data in its possession or control. Thereafter, Chronus will promptly delete Customer’s Tenant(s) (and any data remaining on such Tenants) and any other Personal Data retained by Chronus, if any, provided that Chronus is not obligated to delete copies of Personal Data retained in automated backup copies or archival copies generated by Chronus, which Chronus will retain for up to, and delete within, ninety (90) days from their creation. “Tenant” means a logical isolation unit or dedicated share of a particular instance of the Services. Such backup and archival copies will remain subject to this DPA and the Agreement until they are destroyed. Customer will bear and pay for all costs incurred by Chronus in connection with return or deletion of Personal Data that Customer requires Chronus to perform that it outside the scope of Chronus’ customary data retention policies.
    • Compliance with Law Cooperation. At Customer’s expense and solely as required by applicable Data Protection Laws, Chronus will provide Customer with reasonable cooperation and assistance to comply with its obligations under Data Protection Laws, including Articles 32 – 36 of the GDPR. Upon Customer’s reasonable written request, Chronus will reasonably cooperate with and assist Customer to carry out a data protection impact assessment (or similar risk assessment as required under applicable Data Protection Laws) related to Customer’s use of the Services to the extent the information is available to Chronus and Customer is unable to access such information necessary to perform the assessment.
    • Data Subject Requests. Chronus will promptly notify Customer in writing, and in any case without undue delay, if Chronus receives or learns of (a) any requests from an individual with respect to Personal Data, including individual opt-out requests, requests for access, correction, portability, and/or deletion, and all similar individual rights requests; or (b) any complaint or inquiry relating to the processing of Personal Data hereunder, including allegations that the processing infringes on any individual’s or third party’s rights. Chronus will not respond to any such request or complaint unless Chronus is required to respond under Data Protection Laws. Customer may make changes to Personal Data processed as part of the Services using features and functionality of the Services. If and to the extent that Customer is unable to respond to a Data Subject Request by using features and functionality of the Services, Chronus shall, upon Customer’s written request, provide Customer with commercially reasonable cooperation and assistance in fulfilling Customer’s obligations to respond to Data Subject Requests, at Customer’s expense and solely as required by Data Protection Laws.
  5. CHRONUS PERSONNEL AND SUBPROCESSORS.
    • Instructions. Chronus shall require Chronus’ Subprocessors and Personnel to process Personal Data solely in accordance with the Instructions, unless otherwise required by Data Protection Laws (in which case Chronus shall notify the Customer).
    • Confidentiality. Chronus may disclose or transfer Personal Data to Chronus Personnel and Subprocessors solely for the Business Purpose. Chronus shall ensure that Chronus’ Subprocessors and Personnel are subject to confidentiality obligations that are substantially similar to those set forth in the Agreement.
    • General Authorization to Subprocess. Customer hereby authorizes Chronus’ use of the Subprocessors currently listed at https://chronus.com/subprocessors (the “Subprocessor List”) for the processing of Personal Data for the Business Purpose. Chronus will provide reasonable prior notice to Customer via email if Chronus intends to make any changes concerning the addition or replacement of any Subprocessors, including the details of the processing and location, and Chronus will update the Subprocessor List and make such updated version available to Customer prior to such authorization of the Subprocessor. If within thirty (30) business days of receipt of such notice, Customer objects, in writing, on reasonable grounds relating to data protection, to Chronus’ appointment of a new Subprocessor, the parties will discuss such concerns in good faith with a goal of achieving resolution.
    • Chronus’ Obligations. Chronus shall ensure that all Subprocessors are bound by written agreements which are no less protective of the Personal Data than this DPA (including with respect to subprocessing by Subprocessors). Chronus will remain liable for any breach of its obligations under this DPA that is caused by an act or omission of a Subprocessor.
  6. INTERNATIONAL TRANSFER OF PERSONAL DATA.
    • General Authorization to International Transfer. Customer acknowledges and agrees that Chronus and its Subprocessors may (a) provide the Services from any state, province, country or other jurisdiction, and/or (b) transfer and process Personal Data anywhere in the world where Chronus or its Subprocessors maintain data processing operations. Chronus will at all times provide an adequate level of protection for the Personal Data processed, in accordance with the requirements of Data Protection Laws. Notwithstanding the foregoing, transfers of EU Area Personal Data are subject to the requirements set forth in Section 6.2 (EU Area Personal Data Transfers) below.
    • EU Area Personal Data Transfers.
      • Transfers by Customer to Chronus.
        • EU Area Personal Data. Transfers of EU Area Personal Data (except UK Personal Data) by Customer to Chronus in Third Countries are subject to the Standard Contractual Clauses, Module Two (“Controller to Processor”) attached to this DPA and incorporated by reference as Exhibit 2 (the “2021 SCCs”). For the sake of clarity, if and to the extent that the EU SCCs set forth in Exhibit 2 apply, signatures of assent of Chronus and Customer to the Agreement will be deemed signatures to the EU SCCs set forth in Exhibit 2. To the extent that any substitute or additional appropriate safeguards or mechanisms under any EU Area Law are required to transfer data to a Third Country, the parties agree to implement the same as soon as is reasonably practicable and document such requirements for implementation in an attachment to this DPA. For transfers of Personal Data that are subject to the FADP and/or the Revised FADP (as applicable), the 2021 SCCs shall apply, with the following difference to the extent required by the FAPD and/or Revised FADP (as applicable):
          1. References to the GDPR in the 2021 SCCs are understood to be as references to the FADP and/or the Revised FADP (as applicable) insofar as the data transfers are subject exclusively to the FADP and/or Revised FADP (as applicable) and not to the GDPR. References to the GDPR in the 2021 SCCs are understood to be as references to both the FADP and/or the Revised FADP (as applicable) and the GDPR insofar as the data transfers are subject to both the FADP and/or the Revised FADP (as applicable) and the GDPR;
          2. The term “member state” shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with clause 18(c) of the 2021 SCCs;
  • References to personal data in the 2021 SCCs also refer to data about identifiable legal entities until the entry into force of revisions to the FADP that eliminate this broader scope; and
  1. Under Annex I.C of the 2021 SCCs (Competent Supervisory Authority), (a) where the transfer is subject exclusively to the FADP and/or the Revised FADP (as applicable) and not the GDPR, the supervisory authority is the Swiss Federal Data Protection and Information Commissioner; and (b) where the transfer is subject to both the FADP and/or the Revised FADP (as applicable) and the GDPR, the supervisory authority is the Swiss Federal Data Protection and Information Commissioner insofar as the transfer is governed by the FADP and/or the Revised FADP (as applicable), and the supervisory authority as set forth in Annex I.C insofar as the transfer is governed by the GDPR.
  • UK Personal Data. Transfers of UK Personal Data by Customer to Chronus in Third Countries are subject to the Standard Contractual Clauses attached to this DPA and incorporated by reference as Exhibit 3 (the “2010 SCCs”). For the sake of clarity, if and to the extent that the 2010 SCCs apply, signatures of assent of Chronus and Customer to this DPA will be deemed signatures of assent to the 2010 SCCs. The following terms will apply to the 2010 SCCs whether used pursuant to this Section 6.2.1(b) or Section 6.2.2 below:
  1. The 2010 SCCs will apply to a customer which is subject to the data protection laws and regulations of the UK, and such customer constitutes a “data exporter”;
  2. for purposes of clause 5(a) of the 2010 SCCs, the Agreement, this DPA, and Customer’s use of the Services’ features and functionality are Customer’s written instructions to Chronus in relation to the processing of Personal Data;
  • Customer’s right of audit under clauses 5.1(f) and 12.2 of the 2010 SCCs may be exercised as specified in Section 7 (Audits and Records) of this DPA; and
  1. pursuant to clause 5(h) of the 2010 SCCs, Customer’s rights regarding Chronus’ subprocessors under the 2010 SCCs are subject to Section 5 (Chronus Personnel and Subprocessors) of this DPA;
  2. the parties agree that copies of the Subprocessor agreements that Chronus must provide to Customer pursuant to clause 5(j) of the 2010 SCCs may have commercial information, or clauses unrelated to the 2010 SCCs or their equivalent, removed by Chronus beforehand, and that such copies will be provided only upon written request by Customer;
  3. for purposes of clause 12.1 of the 2010 SCCs, Chronus will (1) comply with its obligations to return or destroy all Personal Data as specified in Section 4.8 (Return of Personal Data) of this DPA and (2) provide certification of such destruction on upon Customer’s written request therefor.
    • Onward Transfers. In connection with the provision of the Services to Customer, Chronus may receive from or transfer and process EU Area Personal Data to Third Countries provided that its Subprocessors take measures to adequately protect such data consistent with Data Protection Laws. Such measures may include, to the extent available and applicable under such Data Protection Laws:
      • Adequacy. Processing in a country, territory, or one or more specified sectors that are considered under Data Protection Laws as providing an adequate level of data protection;
      • SCCs. Chronus may enter into and comply with the Standard Contractual Clauses for Personal Data transfers to Third Countries, including any successors or amendments to such clauses or such other applicable contractual terms adopted and approved under Data Protection Laws;
      • BCRs. Processing in compliance with Binding Corporate Rules (“BCRs”) in accordance with Data Protection Laws; or
      • Other Approved Transfer Mechanisms. Implementing any other data transfer mechanisms or certifications approved under Data Protection Laws, including, as applicable, any approved successor or replacement to the EU-US Privacy Shield framework or the Swiss-US Privacy Shield framework.

To the extent that any substitute or additional appropriate safeguards or transfer mechanisms under EU Area Law are required to transfer data to a Third Country, the parties agree to implement the same as soon as practicable and document such requirements for implementation in an attachment to this DPA.

  • Supplementary Measures to the SCCs. To the extent required by Data Protection Laws, in cases where transfer of EU Area Personal Data to Third Countries which do not provide an equivalent level of protection as granted under applicable EU Area Laws, the parties agree to implement additional supplementary measures as may be required on a case by case basis.
  • Supervisory Authority. Customer acknowledges that Chronus may be required under the EU SCCs to collect and maintain records of Customer’s Supervisory Authority. Accordingly, Customer will, where requested and as applicable to Customer, provide such information to Chronus and ensure that all information provided is kept accurate and up-to-date.
  1. AUDITS AND RECORDS.
    • Provision of Information. To the extent required by applicable Data Protection Laws, Chronus shall make available to Customer the information in Chronus’ control which is necessary to demonstrate Customer’s compliance with Data Protection Laws.
    • Audit Right. At the request of Customer, and no more than once a year (unless required otherwise by applicable Data Protection Laws), Chronus shall submit the data-processing facilities in Chronus’ control for an audit of the processing activities covered by this DPA. Audits shall be carried out by Customer or by third party auditors who are bound by a duty of confidentiality at least as restrictive as the terms of confidentiality set forth in the Agreement.
  2. LIMITATION OF LIABILITY.
    • Chronus’ entire liability arising out of or related to this DPA (including under the SCCs), whether in contract, tort or under any other theory of liability, is subject to the limitations and exclusions of liability contained in the Agreement. For the avoidance of doubt, Chronus’ total liability for all claims from Customer and all of its users arising out of or related to the Agreement and this DPA will apply in aggregate for all claims under both the Agreement and this DPA. Nothing in this DPA will limit Chronus’ liability with respect to bodily injury or death or any other liability or loss which may not be limited under Data Protection Laws.
    • This DPA is expressly incorporated into and amends each of the Agreements.
    • This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws. This DPA constitutes and embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. This DPA is without prejudice to the rights and obligations of the parties under the Agreement which will continue to have full force and effect.
    • This DPA sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it. Other than in respect of statements made fraudulently, no other representations or terms will apply or form part of this DPA.
    • A person who is not a party to this DPA will not have any rights under this DPA (including under the Contracts (Rights of Third Parties) Act 1999) to enforce any term of this DPA.
    • No one other than a party to this DPA, their successors and permitted assignees shall have any right to enforce any of its terms, unless required otherwise by Data Protection Laws.
    • Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict so far as the subject matter concerns the processing of Personal Data. In the event of any conflict or inconsistency between the terms of this DPA and the terms of the SCCs, then, insofar as the SCCs apply, the terms of the SCCs shall prevail.
    • The provisions of this DPA are severable. If any phrase, clause or provision is invalid or unenforceable in whole or in part, such invalidity or unenforceability shall affect only such phrase, clause or provision, and the rest of this DPA shall remain in full force and effect.
    • Chronus may update the terms of this DPA from time to time; provided, however, Chronus will provide at least thirty (30) days’ prior written notice to Customer (which may be via email to the primary Customer contact) when an update is required as a result of (a) changes in Data Protection Laws; (b) a merger, acquisition, or other similar transaction; or (c) the release of new products or services or material changes to any of the existing Services. The then-current terms of this DPA are available at https://chronus.com/data-processing-agreement.

 

Exhibit 1

Description of Processing Activities

This Exhibit 1 includes details of the processing of Personal Data by Chronus.

  1. Categories of data subjects whose personal data is processed:

Data exporter’s, its affiliates’, and its and their respective service providers’ employees, consultants, agents, and representatives authorized by data exporter to use the Services.

  1. Categories of personal data processed:

Data exporter may submit personal data to data importer which may include, but is not limited to, the following categories of personal data: (a) first and last name; (b) title; (c) position; (d) employer; (e) contact information (Chronus, email, phone, physical business address); (f) IP address; (g) any other personal data that data exporter chooses to provide to the Services in accordance with the Agreement.

  1. Sensitive data processed (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:

Sensitive data may be transferred as determined by Customer in its sole discretion

  1. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

Continuous

  1. Nature of the processing:

The nature of the processing of personal data by data importer is the performance of the contractual services related to the Agreement with the data exporter, as is more fully described in the Agreement and the accompanying ordering documents. The processes may include collection, storage, retrieval, consultation, use, erasure or destruction, disclosure by transmission, dissemination or otherwise making available data exporter’s personal data as necessary to provide the Services to data importer in accordance with the data exporter’s instructions and Data Protection Laws.

  1. Purpose(s) of the data transfer and further processing:

The purpose of the transfer is to facilitate the performance of the Services more fully described in the Agreement and accompanying ordering documents.

  1. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

The period for which the personal data will be retained is more fully described in the Agreement, the DPA, and accompanying ordering documents.

  1. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

The subject matter, nature, and duration of the processing are more fully described in the Agreement, the DPA, and accompanying ordering documents.

 

Exhibit 2

STANDARD CONTRACTUAL CLAUSES

MODULE TWO: Transfer controller to processor

SECTION I

Clause 1

Purpose and scope

  • The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ([1]) for the transfer of personal data to a third country.
  • The Parties:
    • 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
    • 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’).
  • These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  • 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

  • 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.
  • 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

  • Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    • Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
    • Clause 9 – Clause 9(a), (c), (d) and (e)
    • Clause 12 – Clause 12(a), (d) and (f);
    • Clause 13;
    • Clause 15.1(c), (d) and (e);
    • Clause 16(e);
    • Clause 18 – Clause 18(a) and (b).
  • Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

  • Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  • These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  • 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 – Optional

Docking clause

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

 

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.

 

  • Instructions
    • 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.
    • The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
  • 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.

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

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

8.8       Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union ([2]) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  • 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;
  • 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;
  • 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
  • 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
  • The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  • 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.
  • 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.
  • 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.
  • 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
  • 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 thirty (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.
  • 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. ([3]) 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.
  • 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.
  • 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.
  • 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
  • The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
  • The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  • In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

 

Clause 11

Redress
  • 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.
  • In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  • 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:
    • 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;
    • refer the dispute to the competent courts within the meaning of Clause 18.
  • 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.
  • The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  • 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
  • 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.
  • 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.
  • Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub- processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  • 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.
  • 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.
  • The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
  • The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

 

Clause 13

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

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

  • 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

  • The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
  • The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
    • 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;
    • 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 ([4]);
    • 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.
  • The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
  • The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  • 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).
  • 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 this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

 

Clause 15

Obligations of the data importer in case of access by public authorities

15.1   Notification

  • The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
    • receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
    • 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.
  • If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
  • 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.).
  • The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
  • Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2   Review of legality and data minimisation

  • The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
  • The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
  • The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

 

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

  • The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  • 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).
  • The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    • 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;
    • the data importer is in substantial or persistent breach of these Clauses; or
    • the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

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

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

 

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third- party beneficiary rights. The Parties agree that this shall be the law of the Republic of Ireland.

 

Clause 18

Choice of forum and jurisdiction

  • Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  • The Parties agree that those shall be the courts of the Republic of Ireland.
  • 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.
  • The Parties agree to submit themselves to the jurisdiction of such courts.

 

EXPLANATORY NOTE:

APPENDIX

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

 

ANNEX I TO EXHIBIT 2

A.      LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

  1. Name: the Customer that is a party to the DPA to which this Exhibit 2 is attached

Address: as set forth in the relevant Agreement

Contact person’s name, position and contact details: as set forth in the relevant Agreement

Activities relevant to the data transferred under these Clauses:

Data exporter is an entity that has subscribed to the data importer’s online mentoring platform, as more fully described in the Agreement, Exhibit 1 to the DPA, and the applicable ordering documents.

Role (controller/processor): controller

 

  1. [insert additional data exporter(s) if applicable]

Data importer(s):

  1. Name: Chronus LLC

Address: 450 Alaskan Way South, Suite 200 Seattle, Washington 98104

Contact person’s name, position and contact details: Seena Mortazavi, CEO, seena.mortazavi@chronus.com

Activities relevant to the data transferred under these Clauses:

Data importer is a US company providing an online mentoring platform to its customers, as more fully described in the Agreement, Exhibit 1 to the DPA, and the applicable ordering documents.

Role (controller/processor): processor

 

B.    DESCRIPTION OF TRANSFER

  1. Categories of data subjects whose personal data is transferred:

Data exporter’s, its affiliates’, and its and their respective service providers’ employees, consultants, agents, and representatives authorized by data exporter to use the Services.

  1. Categories of personal data transferred:

Data exporter may submit personal data to data importer which may include, but is not limited to, the following categories of personal data: (a) first and last name; (b) title; (c) position; (d) employer; (e) contact information (Chronus, email, phone, physical business address); (f) IP address; (g) any other personal data that data exporter chooses to provide to the Services in accordance with the Agreement.

  1. 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:

Sensitive data may be transferred as determined by Customer in its sole discretion

  1. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

Continuous

  1. Nature of the processing:

The nature of the processing of personal data by data importer is the performance of the contractual services related to the Agreement with the data exporter, as is more fully described in the Agreement and the accompanying ordering documents. The processes may include collection, storage, retrieval, consultation, use, erasure or destruction, disclosure by transmission, dissemination or otherwise making available data exporter’s personal data as necessary to provide the Services to data importer in accordance with the data exporter’s instructions and Data Protection Laws.

  1. Purpose(s) of the data transfer and further processing:

The purpose of the transfer is to facilitate the performance of the Services more fully described in the Agreement and accompanying ordering documents.

  1. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

The period for which the personal data will be retained is more fully described in the Agreement, the DPA, and accompanying ordering documents.

  1. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

The subject matter, nature, and duration of the processing are more fully described in the Agreement, the DPA, and accompanying ordering documents.

 

C.      COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13:

The Irish Supervisory Authority – the Data Protection Commission – unless the data exporter notifies the data importer of an alternative competent supervisory authority from time to time in accordance with Section 6.2.4 of the DPA.

 

ANNEX II TO EXHIBIT 2

 

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

 

Chronus Information Security Management System Policy

1.      Purpose

This Annex II is the Information Security Management System Policy (the “ISMS policy”) for Chronus.

2.      Security Measures

  • ISO 27001:2013 Domains

This ISMS policy has the following domains aligned with ISO 27001:2013 as listed below. These domains are subject areas in which management controls are defined, applied and governed in the Information Security Management System (ISMS). The following table describes these domains.

Policy Domain Summary
Information Security Management System (ISMS) The ISMS provides the framework of principles, policies, standards and guidelines for the effective management of Information Security initiatives.
Human Resources Security The Company will establish processes and responsibilities relating to information security during the recruitment process, employment and separation. Security checks will be conducted prior to employment and all employees will receive security awareness training upon induction, and at least annually thereafter.
Asset Management IT assets, including hardware, software and data will be identified and classified and asset inventories will be maintained. The Company will classify and handle all information assets and will dispose of records in accordance with the Company’s Disposal and Destruction policy.
Access control Methods and controls to manage logical access to sensitive data to protect confidentiality of information as well as integrity and availability requirements. Access to Company information and systems must be:

15.1. Attributable to a uniquely identifiable individual who is responsible for actions performed with their system account

15.2. Based on the requirements of the individual’s role

15.3. Managed by passwords, according to password policy formally authorised by asset owners, routinely revalidated and removed if no longer required

Cryptography Methods and controls for ensuring data will be secured during transmission, or storage through appropriate encryption processes. Includes methods and processes for managing keys, software and other artefacts.
Physical and Environmental Security Appropriate physical controls will protect information assets against loss, physical abuse, unauthorized access and environmental hazards. These will include perimeter security controls, physical access controls, fire, and power protection controls.
Operations Security Methods and controls that balance the need for IT Operations professionals to have privileged access to systems and networks with the requirement to maintain secure access and confidentiality of data. Management and operation of computers and networks shall be commensurate with the business risk and value of the information assets. Access into networks will be granted on an individual user and application basis using authorized devices and secured pathways.
Communications Security Methods and controls to manage the secure transmission of information to ensure confidentiality of sensitive data and to minimize the risk of data loss or leakage.

Systems and networks will be segregated according to their respective information security risks and use appropriate control mechanisms such as firewalls/gateways, physical isolation and encryption.

System acquisition, development and maintenance Information security controls will be specified and included as an integral part of the software development and implementation process.

 

Security requirements will be identified prior to the development or procurement of IT systems, documented in business requirements, validated and tested prior to implementation, and regularly throughout the systems lifecycle.

Supplier Relationships The Company will implement security controls and processes to manage supplier access to information assets. Suppliers and vendors will be given access privileges only at the level required to deliver contracted services and contracts must comply with information security policies.
Information security incident management The Company will apply a consistent and effective approach to the management of information security incidents. Procedures that define the course of action when a security incident is identified will be documented and made available to all employees.
Business Continuity The application of business continuity management shall minimize disruption to CQU operations, defining the approach to resilience, disaster recovery and general contingency controls. Continuity plans shall align with the Company’s Business Continuity Management Framework.
Project Management Project proposals must include a high-level risk assessment and review of the types and confidentiality levels of information the project will utilize and manage. New systems will be reviewed by the DISO prior to implementation via the change management process.
Data Assurance The Company will ensure that all reasonable steps are taken to monitor, review and audit information security effectiveness. This will include the assignment of security roles, maintenance of policies and processes and reporting of non-compliance.
Data Breach Reporting The Company has formal processes in place to manage a data breach and the mandatory notifications that are required under the appropriate regulations

 

2.2.  Logical Access

Access to Chronus’s systems and information is controlled to protect its confidentiality, integrity and availability. Accordingly, access is restricted to those with a ‘need to know’ and is reviewed periodically to ensure appropriate access is maintained. Access credentials must meet specific minimum requirements, depending on the subject system, to reduce the risk of unauthorized access.

2.3.  Business Continuity

Chronus has global presence and offers several SaaS products to its customers. The implementation of an effective Business Continuity policy ensures preparations are made to identify risks which may affect Chronus’s ability to operate during an incident and recover quickly in the aftermath. Business continuity plans and processes are regularly reviewed and tested to ensure effectiveness.

2.4.  Information Classification, Handling and Retention

Information assets created, stored and used within Chronus have value, which are identified by the asset owner or creator to allow the appropriate security controls to be applied. Additionally, information processed for customers in Chronus SaaS products are classified according to its value to the customer.

All employees protect information according to the data classification assigned to it. Access to all classified information is based on the Need-to-Know principle. Employees access data when strictly required.

2.5.  Security Incident Management

All Chronus employees know how to identify and report a security incident and must be fully familiar with their involvement in the incident management process. Chronus’s security incident management processes must be in place and tested.

2.6.  Cryptography

Chronus uses cryptography to protect logical assets. Cryptographic solutions are employed correctly and cryptographic keys are managed to ensure their availability.

2.7.  Vendor Management

Vendors having access to Chronus customers data implement appropriate controls to protect services and information. Vendor contracts also include a set of minimum expected security requirements for protecting Chronus assets and information.

2.8.  Secure Software Development

Application source code and algorithms developed by Chronus are considered intellectual property. Such information is accessible on a need-to-know basis and requires specific security controls.

 

Exhibit 3

CONTROLLER TO PROCESSOR STANDARD CONTRACTUAL CLAUSES (UK Only)

Commission Decision C(2010)593

Standard Contractual Clauses (processors)

The Customer entity that is a party to the DPA to which these Standard Contractual Clauses are attached (“data exporter”) and Chronus (“data importer”) have agreed on the following Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the international transfer of personal data by the data exporter to the data importer of the personal data specified in Appendix 1.

Background

The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to the data importer. Data importer and/or its Subprocessors may provide the services from a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the data exporter agrees to the provision of such services, including the processing and international transfer of personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses.

Clause 1

Definitions

For the purposes of the Clauses:

(a)               ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data[5]; [If these Clauses are governed by a law which extends the protection of data protection laws to corporate persons, the words “except that, if these Clauses govern a transfer of data relating to identified or identifiable corporate (as well as natural) persons, the definition of “personal data” is expanded to include those data” are added.]

(b)               ‘the data exporter’ means the controller who transfers the personal data;

(c)               ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words “and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC” are deleted.]

(d)               ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e)               ‘the applicable data protection law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the United Kingdom;

(f)                ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

  1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
  2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
  3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
  4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a)               that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the Commissioner) and does not violate the relevant provisions of that State;

(b)               that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c)               that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d)               that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e)               that it will ensure compliance with the security measures;

(f)                that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g)               to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h)               to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i)                that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j)                that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer[6]

The data importer agrees and warrants:

(a)               to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b)               that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c)               that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d)               that it will promptly notify the data exporter about:

(i)         any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii)        any accidental or unauthorised access, and

(iii)       any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e)               to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)                at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g)               to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h)               that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i)                that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j)                to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

  1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
  2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

  1. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

  1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a)        to refer the dispute to mediation, by an independent person or, where applicable, by the Commissioner;

(b)        to refer the dispute to the UK courts.

  1. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

  1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
  2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
  3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the country of the United Kingdom in which the data exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

  1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses[7]. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
  2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
  3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the country of the United Kingdom in which the data exporter is established.
  4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

  1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
  2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

APPENDIX 1 TO EXHIBIT 3

This Appendix forms part of Exhibit 3 and is hereby incorporated therein by reference.

Data exporter:

The data exporter is (please specify briefly activities relevant to the transfer):

Data exporter is the Customer identified in the Agreement, an entity that has subscribed to the data importer’s online mentoring platform

Data importer:

The data importer is (please specify briefly activities relevant to the transfer):

Chronus LLC, the provider of the Services, a US company providing an online mentoring platform to its customers

Data subjects:

The Personal Data transferred concern the following categories of data subjects (please specify):

Data exporter’s, its affiliates, and its and their service providers’, employees, consultants, agents and representatives authorized by data exporter to use the Services.

Categories of data:

The personal data transferred concern the following categories of data (please specify):

Data exporter may submit personal data to data importer which may include, but is not limited to, the following categories of personal data: (a) first and last name; (b) title; (c) position; (d) employer; (e) contact information (Chronus, email, phone, physical business address); (f) IP address; (g) any other personal data that data exporter chooses to provide to the Services in accordance with the Agreement.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

Special categories of data may be transferred as determined by Customer in its sole discretion

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

The nature of the processing of personal data by data importer is the performance of the contractual services related to the Agreement with the data exporter, as is more fully described in the Agreement and the accompanying ordering documents. The processes may include collection, storage, retrieval, consultation, use, erasure or destruction, disclosure by transmission, dissemination or otherwise making available data exporter’s personal data as necessary to provide the Services to data importer in accordance with the data exporter’s instructions and Data Protection Laws.

 

APPENDIX 2 TO EXHIBIT 3

This Appendix 2 forms part of Exhibit 3 and is hereby incorporated therein by reference.

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Chronus shall, in relation to the Personal Data, implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. Such measures include the security measures as specified in Chronus’ Information Security Management System Policy set forth in Annex II to Exhibit 2.

([1]) Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October  2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal  act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

([2]) The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

([3]) This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

([4]) As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

[5] Parties may reproduce definitions and meanings contained in Directive 95/26/EC within this Clause if they considered it better for the contract to stand alone.

[6] Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.

[7] This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.

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