This Additional Contract, including its Exhibits and Annexes (Additional Contract) is incorporated by this reference into the
by and between
Dynamic Innovations Limited, a company incorporated in Malta, and/ or any of its affiliates, also those specifically set in the Main Agreement, (together and separately “CLIENT/Customer/Controller”)
and
the SERVICE PROVIDER / Contractor set in the Main Agreement
each a “Party” and, collectively, the “Parties.”
The Parties hereby agree as follows:
1. Terms and definitions used in this Additional Contract shall correspond those set in the GDPR and Main Agreement, except if otherwise set herein:
1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the CLIENT. “Control” means (i) ownership of more than twenty five percent (25%) of the voting securities or other ownership interests of such entity, or (ii) the power to direct the management and policies of such entity by contract or otherwise.
1.1.1. For the avoidance of doubt, Affiliates of the CLIENT include all entities within the same group of companies, including subsidiaries, parent companies, and sister companies, whether existing now or formed in the future.
1.2. “Controller” shall have the meaning set in the EU GDPR/ UK GDPR, DIFC Data Protection Law 2020 as the case maybe. “Controller” means the same as “business” under CCPA, “organisation” under PIPEDA, as the case may be.
1.3. “Data Exporter” means the Controller.
1.4. “Data Importer” means Processor.
1.5. “Data Protection Laws” means all laws and binding regulations set in the territory of the CLIENT and/ or its current Affiliate, including, but not limited to, the EU GDPR, the UK GDPR, UK Data Protection Act 2018, California Consumer Privacy Act (CCPA), PIPEDA, DIFC Data Protection Law 2020 (DPL2020) and other applicable data protection laws etc..
1.6. “DIFC” means Dubai International Financial Centre (United Arab Emirates).
1.7. “DIFC SCC” means Standard Contractual Clauses adopted in accordance with Article 27(2)(c) DPL2020 and as prescribed in Regulation 5 of the DIFC DP Regulations 2020.
1.8. “Effective Date” means the date when the Main Agreement has entered into force.
1.9. “End-Customer” means an individual defined in the Main Agreement as the “End Customer/end-client/consumer”, “employee” and/ or “job candidate”, as the case maybe; End-Customer means the same as “data subject” under EU GDPR/ UK GDPR/ DPL2020, or individual under PIPEDA or “consumer” under CCPA, as the case may be.
1.10. “EU GDPR” means 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, and repealing Directive 95/46/EC (General Data Protection Regulation).
1.11. “IDTA” means the International Data Transfer Agreement adopted under the UK Data Protection Act 2018. IDTA is set in Exhibit 2.
1.12. “Personal data” means any information related to the identifiable or identified data subject. “Personal data” means the same as “personal information” under CCPA or PIPEDA.
1.13. “PIPEDA” means The Personal Information Protection and Electronic Documents Act of Canada.
1.14. “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller. “Controller” means the same as “service provider” under CCPA, “organisation” under PIPEDA, as the case may be.
1.15. “EU SCC” means standard data protection clauses adopted by the IMPLEMENTING DECISION (EU) 2021/914 of European Commission.
1.16. “UK GDPR” means 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) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, including its amendments set in The Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
2. Personal data under this Additional Contract shall cover only personal data of End-Customers.
3. The purpose of the Additional Contract is to ensure Personal Data is being processed in compliance with Data Protection Laws, and with due respect for the rights and freedoms of End-Customers.
4. The Controller of Personal data is either CLIENT or the current Affiliate.
5. The Processor is the SERVICE PROVIDER.
6. If there is a conflict between the Main Agreement and this Additional Contract, the terms of the latter shall prevail. If there is a conflict between this Additional Contract and the EU/ DIFC SCC / IDTA, the latter shall prevail.
7. If the Personal Data is covered with EU GDPR/DPL2020, the Parties shall apply Module 2 of EU/DIFC SCC set in Exhibit 1. In this case the Parties agree that:
7.1. For EU/DIFC SCC: the OPTION set in the Clause 11 paragraph
(a) – an independent dispute resolution body – is not applicable;
7.2. the OPTION 2 of the paragraph (a) of Clause 9 shall be applied, the “time period” shall be 30 days;
7.3. Clause 17:
7.3.1. For EU SCC: “These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for thirdparty beneficiary rights. The Parties agree that this shall be the law of EU Member State, where the place of the main (or single) establishment of a controller.”
7.3.2. For DIFC SCC “These Clauses shall be governed by the laws of DIFC.”
7.4. EU SCC shall be governed by the law of the EU Member State, where the place of the main (or single) establishment of the controller;
7.5. according to Clause 18 any disputes arising from EU SCC shall be resolved by the courts of the country, where the place of the main (or single) establishment of the controller.
8. Annexes of Exhibit 1 are fully applicable to DIFC SCC, except for regulatory authorities. In case of DIFC SCC the supervisory authority with responsibility for ensuring compliance shall be the DIFC Commissioner of Data Protection.
9. If the Personal Data is covered with UK GDPR, the Parties shall apply IDTA.
10. For any questions regarding conclusion, performance or termination of this Additional Contract the following (backup) contacts shall be used:
10.1. For CLIENT: privacy@dyninno.com
10.2. SERVICE PROVIDER shall provide contacts within the Main Agreement.
11. If the Party sends the email to the other Party the email is received on the same date, except if the sender received “Undelivered email” report. The SERVICE PROVIDER shall follow instructions regarding personal data protection received from CLIENT. Any changes in email address shall be notified to the other Party within 5 business days
12. The SERVICE PROVIDER shall notify the CLIENT about a personal data breach immediately, but in any event not later that within 24 hours after becoming aware of it.
13. In case of scheduled technical maintenance, security monitoring or similar activities (if any), where the SERVICE PROVIDER plans to process Personal Data, SERVICE PROVIDER shall notify the CLIENT at least 3 business days prior to start. The CLIENT shall have a right to observe the maintenance online. Emergency maintenance shall be later reported to the CLIENT with the summary of work done and Personal data accessed/modified/deleted.
14. The CLIENT is entitled to disclose necessary Confidential Information to its Affiliates and third parties solely for the purposes of Main Agreement and / or this Additional Contract.
15. The SERVICE PROVIDER shall delete / anonymise Personal Data immediately after the purposes set in the Main Agreement achieved; this obligation shall not apply to personal data related to transactions that must be retained due to legal obligations or for the establishment, exercise or defence of legal claims of Parties.
16. in any case the SERVICE PROVIDER shall not:
16.1. process Personal Data for marketing purposes (e.g. sending newsletters or otherwise approaching End-Customers, except on CLIENT behalf based on CLIENT’s instructions);
16.2. sell or process Personal Data outside of the direct business relationship between the Parties;
16.3. combine Personal Data with other information for purposes outside of the direct business relationship between the Parties.
17. This Additional Contract enters into force on the Effective Date.
18. By executing the Main Agreement, each Party expressly acknowledges and agrees that this Additional Contract on personal data processing, including its Exhibits and Annexes, is incorporated into and forms a binding part of the Main Agreement. This Additional Contract shall take effect simultaneously with the Main Agreement. By signing the Main Agreement (a separate signature to this Additional Contract is not required) the SERVICE PROVIDER confirms that, prior to executing the Main Agreement, it has reviewed, understood, and accepted all terms of this Additional Contract. The CLIENT may amend this Additional Contract at any time to reflect changes in applicable data protection laws, regulatory guidance, or the CLIENT’s data protection practices. The CLIENT shall publish the amended version on the internet. The amended version shall become binding upon the SERVICE PROVIDER 15 calendar days after such notification, unless the SERVICE PROVIDER submits a written objection within that period. If the SERVICE PROVIDER objects, the Parties shall negotiate in good faith to resolve the matter; if no resolution is reached within 30 calendar days after the objection, the CLIENT may terminate the Main Agreement with immediate effect. The SERVICE PROVIDER’s continued performance of services after the expiry of the 15-day notice period without a written objection shall constitute full acceptance of the amended Additional Contract.
Exhibit 1
to the Additional Contract
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7 – Optional
Docking clause
(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
(c) The acceding entity shall have no further 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.
MODULE TWO: Transfer controller to processor
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
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 (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
MODULE TWO: Transfer controller to processor
(a) GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a subprocessor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the subprocessor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
MODULE TWO: Transfer controller to processor
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
MODULE TWO: Transfer controller to processor
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
MODULE TWO: Transfer controller to processor
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or nonmaterial damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
MODULE TWO: Transfer controller to processor
(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in 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
MODULE TWO: Transfer controller to processor
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (12);
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). [For Module Three: The data exporter shall forward the notification to the controller.]
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three:, if appropriate in consultation with the controller]. 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 [for Module Three: the controller or] 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
MODULE TWO: Transfer controller to processor
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer. [For Module Three: The data exporter shall forward the notification to the controller.]
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). [For Module Three: The data exporter shall forward the information to the controller.]
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.]
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) [For Modules One, Two and Three: Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data.] The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
MODULE TWO: Transfer controller to processor
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 EU Member State, where the place of the main (or single) establishment of the controller.
Clause 18
Choice of forum and jurisdiction
MODULE TWO: Transfer controller to processor
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of the EU Member State, where the place of the main (or single) establishment of the controller.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
A. LIST OF PARTIES
MODULE TWO: Transfer controller to processor
Data exporter: the CLIENT and/ or its current Affiliate
Role: controller
Data importer: the SERVICE PROVIDER
Role: processor
B. DESCRIPTION OF TRANSFER
MODULE TWO: Transfer controller to processor
Categories of data subjects whose personal data is transferred:
Categories of personal data transferred:
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):
Nature of the processing:
Purpose(s) of the data transfer and further processing:
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
C. COMPETENT SUPERVISORY AUTHORITY
MODULE TWO: Transfer controller to processor
Identify the competent supervisory authority/ies in accordance with Clause 13:
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
MODULE TWO: Transfer controller to processor
TECHNICAL MEASURES
1. System Access Control (In practice: only the authorised Processor gets into the Controller’s systems, and nobody else.)
1.1. The Processor shall access the Controller’s systems exclusively through the individual account assigned by the Controller. Sharing of credentials with any person is strictly prohibited.
1.2. The Processor shall use multi-factor authentication (MFA) wherever the Controller’s systems support it.
1.3. The Processor shall use a strong, unique password (minimum 12 characters, combining upper/lower case, numbers, and special characters) for each Controller system. The password shall not be reused across other personal or third-party services.
1.4. The Processor shall not attempt to gain access to any system, module, record, or data field beyond what has been expressly granted by the Controller.
1.5. The Processor shall immediately notify the Controller if credentials are or may be compromised.
Note: Role-based access control (RBAC), provisioning and de-provisioning of accounts, regular access rights reviews, and LDAP/certificate-based authentication are implemented and managed by the Controller. The Processor cooperates with any access review conducted by the Controller.
2. Data Access Control (the Processor can only see and touch the personal data they need for their specific task — nothing more.)
2.1. The Processor shall access only those records and data fields that are necessary for the specific task assigned by the Controller. Browsing, querying, or accessing records outside the scope of assigned tasks is prohibited.
2.2. The Processor shall not modify, delete, export, or download personal data from the Controller’s systems unless explicitly instructed by the Controller for a specific task.
2.3. The Processor acknowledges that the Controller implements data masking, tokenization, and pseudonymisation within its systems to limit exposure of sensitive data (for example, partial masking of payment card numbers, addresses, or call records). The Processor shall not attempt to reverse or circumvent any such measures.
3. Data Backup (The Processor must not create any “personal backups.”)
3.1. The Processor shall not create any backups, copies, archives, or duplicates of personal data on any personal device, external storage, or cloud service, except if explicitly authorized to do so by the Controller.
3.2. All data backup, disaster recovery, and restoration procedures are implemented and managed exclusively by the Controller.
4. Malware Protection (the Processor’s own device must have basic protection against viruses and malicious software)
4.1. The Processor shall maintain active and up-to-date antivirus/anti-malware software on every device used to access the Controller’s systems.
4.2. The Processor shall ensure that virus definitions and malware signatures are updated automatically or at least weekly.
4.3. The Processor shall not disable, bypass, or interfere with antivirus/anti-malware protection on their device.
4.4. The Processor shall not install pirated, cracked, or software from untrusted sources on any device used to access the Controller’s systems.
Note: Where the Controller provides a managed device, the Processor shall use it and follow all Controller’s device policies.
5. IT Security (the Processor must comply with Controller’s security policies, as well as ensure their internet connection is secure based on actual state of art level)
5.1. The Processor shall secure their home/personal Wi-Fi network with WPA2 or WPA3 encryption and a strong, unique password (not the factory-default).
5.2. The Processor shall not access the Controller’s systems over open or public Wi-Fi networks unless using a VPN provided or approved by the Controller.
5.3. Where the Controller provides a VPN, the Processor shall use it for all work-related activities involving personal data.
5.4. The Processor shall not connect the device used for work to untrusted networks, hotspots, or shared connections where network traffic could be intercepted.
5.5. The Processor shall immediately report to the Controller any suspicious activity, phishing attempts, unusual system behaviour, or social engineering attempts (for example, someone pretending to be a colleague or manager requesting credentials or personal data outside normal channels).
5.6. The Processor shall not click on suspicious links, open unexpected attachments, or respond to requests for credentials received via unofficial channels.
6. Data Encryption (the Processor must use encrypted connections)
6.1. The Processor shall access the Controller’s systems only via encrypted connections (HTTPS, SSH, VPN, or other secure protocols as instructed by the Controller).
6.2. The Processor shall not transmit personal data via unencrypted channels such as personal email, SMS, WhatsApp, Telegram, or other messaging applications unless explicitly authorised in writing by the Controller for a specific case.
6.3. If temporary local storage is explicitly authorised by the Controller, the Processor shall store such data in an encrypted folder or on an encrypted drive.
ORGANISATIONAL MEASURES
7. Training and Awareness (the Processor must complete all training the Controller requires, before starting work and periodically on Controller’s request and at Processor’s reasonable expense)
7.1. The Processor shall complete all data protection and information security training required by the Controller before commencing work. This may include online courses, presentations, quizzes, or simulated phishing scenarios.
7.2. The Processor shall participate in periodic refresher trainings and security awareness campaigns as instructed by the Controller.
7.3. The Processor shall stay informed about and comply with any updated security policies or instructions communicated by the Controller.
8. Incident Management (if something goes wrong with personal data of End-Customers — the Processor must report immediately and follow the Controller’s instructions. The Processor does not manage incidents independently.)
8.1. The Processor shall report any actual or suspected personal data breach to the Controller immediately and in any event within 24 hours of becoming aware of it. A “breach” includes but is not limited to: lost or stolen device, unauthorised access to the account, accidental disclosure of personal data to a wrong person, malware infection, phishing attack success, or any other event where personal data may have been accessed, lost, altered, or disclosed without authorisation.
8.2. The breach notification shall include at minimum: a description of what happened, when it happened (or was discovered), what categories of personal data may be affected, and what steps the Processor has already taken.
8.3. The Processor shall follow the Controller’s instructions for remediation. The Processor shall not independently contact affected data subjects, regulators, or any third parties without the Controller’s explicit prior approval.
Note: The Controller maintains a dedicated Incident Response framework, including documented protocols, SLA (Service Level Agreement — agreed response time), and a responsible team. The Processor cooperates with this framework.
9. Data Minimisation and Retention (the Processor touches only the minimum personal data needed and does not keep anything after the task is done)
9.1. The Processor shall process only the minimum amount of personal data necessary to perform the specific assigned task.
9.2. The Processor shall not retain any personal data (in any format — digital, paper, screenshots, handwritten notes, or photographs) after the completion of the specific task or after termination of the Main Agreement, whichever comes first.
9.3. Upon termination or expiry of the Main Agreement (or upon the Controller’s request at any time), the Processor shall permanently delete all personal data from all devices, storage media, and paper documents within 5 calendar days and confirm this deletion in writing.
9.4. The Processor shall not print personal data unless explicitly instructed in writing by the Controller. Any authorised printouts shall be securely destroyed (shredded or rendered unreadable) immediately after use.
10. Physical Security (the Processor’s working environment must prevent unauthorised persons from seeing personal data.)
10.1. The Processor shall ensure that their working environment (home office, co-working space, or other location) prevents unauthorised persons — including household members, visitors, and co-working neighbours — from viewing the screen or overhearing conversations containing personal data.
10.2. The Processor shall use a privacy screen filter on their monitor/laptop when working in shared or semi-public environments.
10.3. The Processor shall lock their device (screen lock / password-protected lock screen) every time they step away from it, even briefly.
10.4. The Processor shall not process personal data in fully public places (cafes, airports, public transport, libraries) unless the Controller has explicitly permitted this and all other measures from this Annex are applied.
11. Policy Management (the Processor must know and follow the Controller’s rules.)
11.1. The Processor shall read, understand, and comply with all Controller’s policies, handbooks, and instructions related to information security and data protection that are communicated to the Processor.
11.2. The Processor shall cooperate with any internal audit or compliance check conducted by the Controller, including responding to requests for information and, where required, permitting remote inspections (for example, a video call showing the working environment).
11.3. The Controller may update its policies and instructions from time to time. The Processor shall review and comply with any updates communicated to them within the timeframe specified by the Controller (or within 5 business days if no deadline is specified).
12. Logging and Monitoring Cooperation (In practice: the Controller watches what happens in its systems. The Processor must not interfere and must cooperate.)
12.1. The Processor acknowledges and agrees that all their actions within the Controller’s systems (logins, record views, edits, exports, downloads) are logged and may be monitored by the Controller.
12.2. The Processor shall not attempt to circumvent, disable, or manipulate any logging, monitoring, or audit trail mechanism.
12.3. The Processor shall cooperate with any audit or investigation by the Controller regarding the Processor’s access to or handling of personal data, including providing timely responses and any reasonably requested evidence.
LIST OF SUB-PROCESSORS
MODULE TWO: Transfer controller to processor
The controller has not authorised the use of sub-processors on Effective date.
Exhibit 2
to the Additional Contract
Part 1: Tables [fill in highlighted areas, tick ☑ checkboxes]
Table 1: Parties and signatures
| Start date | ||
| The Parties | Exporter (who sends the Restricted Transfer) | Importer (who receives the Restricted Transfer) |
| Parties’ details | The CLIENT | SERVICE PROVIDER |
| Key Contact | See in Main Agreement | See in Main Agreement |
| Signatures confirming each Party agrees to be bound by this IDTA | See in Main Agreement | See in Main Agreement |
Table 2: Transfer Details
| UK country’s law that governs the IDTA | England and Wales |
| Primary place for legal claims to be made by the Parties | England and Wales |
| The status of the Exporter | In relation to the Processing of the Transferred Data: Exporter is a Controller |
| The status of the Importer | In relation to the Processing of the Transferred Data: Importer is a Processor |
| Whether UK GDPR applies to the Importer’s processing of the Transferred data | ☑ NO |
| Linked Agreement | See Main Agreement |
| Term | The Importer may Process the Transferred Data for the following time period: than for the period to achieve the current purposes set in the Main Agreement |
| Ending the IDTA before the end of the Term | the Parties cannot end the IDTA before the end of the Term unless there is a breach of the IDTA or the Parties agree in writing. |
| Ending the IDTA when the Approved IDTA changes | Which Parties may end the IDTA as set out in Section 29.2 of the IDTA: Exporter/Importer |
| Can the Importer make further transfers of the Transferred Data? | YES, in accordance with Section 16.1 of the IDTA |
| Specific restrictions when the Importer may transfer on the Transferred Data | The Importer MAY ONLY forward the Transferred Data in accordance with Section 16.1 of the IDTA:
|
| Review Dates | The Parties must review the Security Requirements each time there is a change to the Transferred Data, Purposes, Importer Information |
Table 3: Transferred Data
| Transferred Data | The personal data to be sent to the Importer under this IDTA consists the following categories of data (please specify):
The categories of Transferred Data will update automatically if the information is updated in the Linked Agreement referred to. |
| Special Categories of Personal Data and criminal convictions and offences | Transfer of such data could happen casually one time and based on a consent, or based on the requirement of the applicable legislation. |
| Relevant Data Subjects | The personal data transferred concern the following categories of data subjects (please specify): End-Customers |
| Purpose | The Importer may Process the Transferred Data for the following purposes: see in the Main Agreement |
Table 4: Security Requirements
| Organisational and technical measures | |
| During Transmission | See in the Additional Contract Exhibit 1 |
| During Storage | See in the Additional Contract Exhibit 1 |
| During Processing, other than transmission and storage | See in the Additional Contract Exhibit 1 |
| Updates to the Security Requirements | The Security Requirements will update automatically if the information is updated in the Linked Agreement referred to. If those updates decrease the level of security the Parties shall agree a change under Section 5.3 |
Part 2: Extra Protection Clauses
| Extra Protection Clauses: | See Additional Contract and Main Agreement |
Part 3: Commercial Clauses
| Commercial Clauses | See Main Agreement |
Part 4: Mandatory Clauses
| Mandatory Clauses | Part 4: Mandatory Clauses of the Approved IDTA, being the template IDTA A.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 5.4 of those Mandatory Clauses. |