Snapshot 223766
Normalized text
Scripts and page chrome removed; this is what change detection compares.
DATA PROCESSING AGREEMENT
This Data Processing Agreement (“DPA”) f orms part of all written or electronic agreements (together, the
“Agreement”) by and between the customer or reseller named at the end of this DPA (“Customer”) and VZ Hybrid
Compute (UK) Limited, a UK company (“Virtuozzo”), Customer and Virtuozzo each a “Party” and, collectively, the
“Parties”.
This DPA is valid only f or the entity signing this DPA, which is a Party to an Agreement with Virtuozzo, and shall be
void and not legally binding if executed by any other person or entity.
This DPA (and Standard Contractual Clauses in Schedule 1 as applicable) may be pre-signed by Virtuozzo. The DPA
(and Standard Contractual Clauses in Schedule 1 as applicable) shall be executed by Customer by completing the
Customer data and signing on page 4 of this DPA, and completing the Data Exporter data on page 17 of Schedule 1 /
Annex I.A. Customer shall send the completed and signed DPA by e-mail to privacy@virtuozzo.com. This DPA shall
become effective on the date of receipt of an executed version by Virtuozzo (the “Effective Date”).
During the perf ormance of its obligations in relation to the provision of Virtuozzo’s products (Virtuozzo Hybrid
Inf rastructure, Virtuozzo Hybrid Server, Virtuozzo Hybrid Cloud Platform, Jelastic Platform-as- a-service) (“Products”)
and services (Virtuozzo Hybrid Cloud services, support and professional services) (“Services”), Virtuozzo may receive
certain inf ormation provided by the Customer. If it contains Personal Data as defined below, and Virtuozzo is required
to process the Personal Data on behalf of the Customer pursuant to the Services, the Parties hereby agree that the
terms of this DPA shall apply.
The terms of this DPA apply to all activities performed by Virtuozzo in relation t o its contractual obligations arising out
the Virtuozzo General Terms and Conditions, Reseller Terms and Conditions available at
https://www.virtuozzo.com/legal/. governing the provision of Products by Virtuozzo, and the Virtuozzo Hybrid Cloud
Services Terms and Conditions available at https://www.virtuozzo.com/legal/virtuozzo-hybrid-cloud-services-terms-
and-conditions/, governing the provision of Services by Virtuozzo, or any other Agreement between the Parties.
This DPA shall prevail over any other existing data processing agreement or similar arrangement between V irtuozzo
and the Customer that may already be in place.
1. DEFINED TERMS
In this DPA:
(a) Terms such as “Controller,” “Data Subject,” “Personal Data," “Process” (including its variants)
and “Processor” shall have the meanings given in GDPR.
(b) “Data Protection Laws” means all applicable data protection and privacy legislation including without
limitation Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016
repealing Directive 96/46/EC (General Data Protection Regulation 2016/679 (“GDPR”)); (ii) UK
GDPR; (iii) the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and (iv)
Swiss Federal Data Protection Act 1993 (revised in 2020).
Any other capitalized terms shall have the meanings given in the applicable Virtuozzo Terms and Conditions.
2. PURPOSE
This DPA memorializes the Parties’ understanding about the Processing of Personal Data subject to Data Protection
Laws.
3. DATA PROCESSING OBLIGATIONS
(a) Customer as Controller and/or Processor appoints Virtuozzo as Processor and/or Subprocessor.
Virtuozzo shall only Process the Personal Data f or the purposes set f orth in the Agreement and in
accordance with Customer's written instructions. The Agreement (including this DPA) constitutes such
written initial instructions by Customer.
(b) Customer hereby warrants and represents, on a continuous basis throughout the Term as def ined
below, that all Personal Data provided or made available by Customer to Virtuozzo for Processing in
connection with the Agreement has been lawfully collected by Customer and transferred to Virtuozzo
in compliance with Data Protection Laws.
1
During the Term of this DPA, Customer is solely responsible f or obtaining and maintaining all
necessary approvals, consents, authorizations and licenses from each and every Data Subject that
may be required under Data Protection Laws to enable Virtuozzo to Process the Personal Data
pursuant to the Agreement and to exercise its rights and fulfil its obligations under this DPA.
(c) Unless restricted by applicable law, Virtuozzo shall inf orm Customer if , in Virtuozzo’ reasonable
opinion, any Processing under the Agreement or an instruction by Customer conflicts with Virtuozzo’
legal obligations or Data Protection Laws, or with any of the exceptions listed in Section 3(a). Upon
inf orming the Customer, Virtuozzo shall have no liability f or any claim arising f rom or related to
Processing of Personal Data under this DPA by Virtuozzo in compliance with Customer’s instructions.
(d) Virtuozzo shall treat all Personal Data as confidential and shall ensure that all employees, agents and
sub-processors authorized by Virtuozzo to Process Personal Data are subject to contractual, statutory
or common law obligations of confidentiality.
(e) Virtuozzo shall provide Customer with reasonable ass istance with data protection impact
assessments or prior consultations with data protection authorities that Customer is required to carry
out under Data Protection Laws. Any such assistance shall be as agreed between the Parties and
subject to a mutually accepted f ee.
(f ) Virtuozzo shall implement appropriate technical and organizational measures in relation to the
Processing of Personal Data intended to ensure a level of security appropriate to the Personal Data
Processing, including, as applicable, the ability to ensure the ongoing confidentiality, integrity,
availability and resilience of Processing systems and a procedure for regularly testing, assessing and
evaluating the effectiveness of technical and organisational measures for ensuring the security of the
Processing of Personal Data. Both Parties hereby acknowledge and agree that the security measures
available at: https://www.virtuozzo.com/data-processing-terms/ are providing sufficient safeguards for
the Processing of Personal Data and are appropriate.
(g) Without undue delay, af ter Virtuozzo has a reasonable degree of certainty of the occurrence of
accidental or unlawf ul destruction, loss or alteration of , unauthorized disclosure of , or access to
Personal Data transmitted, stored or otherwise Processed by Virtuozzo under this DPA (“Personal
Data Breach”), Virtuozzo shall notify Customer of the Personal Data Breach at the email address set
f orth in the signature block, provide such information as Customer may reasonably require to meet its
obligations under applicable law with respect to the Personal Data Breach, and take reasonable steps
to remediate the Personal Data Breach. Virtuozzo may provide such inf ormation in phases as it
becomes available. For the avoidance of doubt, a notif ication of the Personal Data Breach by
Virtuozzo shall not be construed or interpreted as admission of fault or liability by Virtuozzo.
(h) Virtuozzo shall promptly notify Customer upon receiving any complaint, notice or communication
relating to the Processing of Personal Data under this DPA. At Customer’s request and expense,
Virtuozzo shall provide Customer with reasonable co-operation and assistance required by Customer
in order to f ulfil its obligations under Data Protection Law in relation to any requests from Data Subjects
or competent data protection authorities.
(i) If Customer is subject to an audit or investigation f rom a competent data protection regulator,
Virtuozzo shall, when required, respond to any inf ormation requests, and/or agree to submit its
premises and operations to audits, including inspections by Customer and/or the competent data
protection regulator, in each case f or the purpose of evidencing its compliance with this DPA, provided
that:
(i) Customer shall ensure that all inf ormation obtained or generated in connection with any
inf ormation request, audit or inspection is kept strictly confidential (unless disclosed to a
competent data protection regulator or as otherwise required by applicable law);
(ii) Customer shall ensure that any inf ormation request, audit or inspection is undertaken within
normal business hours (unless such other time is mandated by a competent data protection
regulator) with minimal disruption to Virtuozzo’s
2
business, and acknowledging that such information request, audit or inspection: (a) shall not
oblige Virtuozzo to provide or permit access to information concerning Virtuozzo’ internal
pricing information or relating to other recipients of services from Virtuozzo; and (b) shall be
subject to any reasonable policies, procedures or instructions of Virtuozzo for the purposes
of preserving security and confidentiality;
(iii) Customer shall give Virtuozzo at least 30 days’ prior written notice of an inf ormation request
and/or audit or inspection (unless the competent data protection regulator provides Customer
with less than 30 days’ notice, in which case Customer shall provide Virtuozzo with as much
notice as possible);
(iv) If any inf ormation request, audit or inspection relates to systems provided by or on the
premises of Virtuozzo’ sub-processors, the scope of such information request, audit and/or
inspection shall be as permitted under the relevant agreement in place between Virtuozzo
and the sub-processor.
(v) A maximum of one inf ormation request, audit and/or inspection may be requested by
Customer in any twelve (12) month period unless an additional inf ormation request, audit
and/or inspection is mandated by a competent data protection regulator in writing.
(vi) Customer shall pay Virtuozzo’ reasonable costs f or any assistance, contribution, co -
operation, provision of inf ormation or f acilitation of any audit or inspection or other work
undertaken pursuant to Virtuozzo' obligations under this DPA, unless such costs are incurred
due to Virtuozzo’ breach of its obligations under this DPA.
(j) Upon expiration or any earlier termination of the Agreement, or upon Customer’s written request,
Virtuozzo shall delete all Personal Data in Virtuozzo’ possession; provided, however, that Virtuozzo
may retain Personal Data as permitted or required to meet its document retention obligations under
applicable law. Virtuozzo also shall notif y all relevant sub -processors of the obligation to delete all
Personal Data in their possession and take reasonable steps to ensure their compliance.
(k) Subject to this DPA and the requirements of Data Protection Law, Virtuozzo shall exercise its own
discretion in the selection and use of means necessary to perform its Processing obligations under
the Agreement.
4. SUB-PROCESSORS
(a) Customer hereby provides its general authorization to Virtuozzo to appoint the sub processors set
f orth on www.virtuozzo.com/legal/subprocessors (“Virtuozzo Subprocessor List") as of the
Ef fective Date of this DPA to Process Personal Data on Virtuozzo’s behalf. Virtuozzo shall ensure that
sub-processors on the Virtuozzo Subprocessor List are contractually obligated to protect Personal
Data in compliance with Data Protection Laws and consistent with the obligations imposed on
Virtuozzo in this DPA.
(b) Virtuozzo shall notif y Customer of any addition of sub -processors on the Virtuozzo Sub-processor
List. Customer agrees that Virtuozzo may, at Virtuozzo's sole discretion, provide notification of any
change to the Virtuozzo Sub-processor List by email to which Customer shall subscribe using the
process set forth on www.virtuozzo.com/legal/subprocessors/subscription, or by sending a notification
at the email address set f orth in the signature block (“Email Notification”). Customer may object to
any change to the Virtuozzo Sub-processor List by email no later than ten (10) days af ter the date of
the Email Notif ication, provided that Customer has a legitimate reason f or objection under Data
Protection Law. If the Parties cannot mutually agree to a reasonable resolution to Customer’s
objection, either Party may terminate the Agreement upon written notice to the other Party.
5. INTERNATIONAL TRANSFERS
This Section 5 applies in case Virtuozzo Processes or transfers Customer’s Personal Data f or Processing by sub -
processors located in countries outside the EEA, United Kingdom or Switzerland (“International Transfer”). Virtuozzo
shall undertake an International Transfer only (i) subject to the terms of the Standard Contractual Clauses (“Clauses”)
set f orth in Schedule 1, in conjunction with the UK Addendum to the Standard Contractual Clauses in relation to
transf ers of Personal Data from the United Kingdom, which Clauses shall be deemed executed on the same date and
in the same manner as this DPA, or (ii) to a country that has received a binding adequacy decision by the European
Commission, or otherwise lawf ul under Data Protection Laws (collectively, the “International Transfer Mechanisms”).
In the event that this Section 5 applies, the terms of this DPA shall be read in conjunction with the applicable
International Transf er Mechanism. Nothing in this DPA shall be construed to prevail over any conflicting cl ause of the
applicable International Transf er Mechanism.
3
6. MISCELLANEOUS
Except as amended by this DPA, the terms of the Agreement shall remain in f ull f orce and ef fect. The Parties agree
that their respective electronic signatures (i.e., any electronic sound, symbol or process attached to or logically
associated with this Agreement and adopted by a Party with the intent to sign this Agreement) are intended to
authenticate this writing and have the same f orce and ef fect as manual signatures. Any claims arisin g under this
Addendum shall be subject to the exclusions, limitations and other terms of the Agreement. If the Agreement and this
DPA conflict, then this DPA shall prevail but solely with respect to the terms related to Processing of Personal Data.
This DPA shall expire on the expiration or any earlier termination of the Agreement or the date on which Virtuozzo no
longer Processes Personal Data, whichever is earlier (the “Term”).
Customer warrants to Virtuozzo that Customers representative is authorized to sign this Agreement and agrees that
electronic signature is the legal equivalent of a handwritten signature on this DPA.
CUSTOMER: VZ Hybrid Compute (UK) Limited
By: By:
Name: Name:
Title: Date:
Address:
Email:
Telephone:
Fax:
Date:
4
SCHEDULE 1
ANNEX
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
a. The purpose of these standard contractual clauses is to ensure compliance with the requirements
of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on
the protection of natural persons with regard to the processing of personal data and on the f ree
movement of such data (General Data Protection Regulation)1 f or 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
(hereinaf ter “entity/ies”) transf erring the personal data, as listed in Annex I.A.
(hereinaf ter each “data exporter”), and
ii. the entity/ies in a third country receiving the personal data f rom the data exporter,
directly or indirectly via another entity also Party to these Clauses, as listed in Annex
I.A. (hereinaf ter 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 ref erred to therein forms an integral part
of these Clauses.
Clause 2
Effect and invariability of the Clauses
a. These Clauses set out appropriate saf eguards, including enf orceable data subject rights and
ef f ective 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
inf ormation in the Appendix. This does not prevent the Parties f rom 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 f undamental 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 enf orce 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);
5
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
f or 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 transfers
The details of the transf er(s), and in particular the categories of personal data that are transf erred and the
purpose(s) f or 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 compl eting the
Appendix and signing Annex I.A.
b. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a
Party to these Clauses and have the rights and obligations of a data exporter or data importer in
accordance with its designation in Annex I.A.
c. The acceding entity shall have no rights or obligations arising under these Clauses f rom 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.
6
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 inf orm the data exporter if it is unable to f ollow 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 f ree of charge. To the extent necessary to protect busines s secrets
or other conf idential inf ormation, 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 meaningf ul 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 f or 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
7
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 notif y 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 unlawf ul destruction, loss, alteration,
unauthorised disclosure or access to that data (hereinaf ter “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 f ulf illed in that manner. In case of pseudonymisation, the additional inf ormation 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 f or the implementation, management and monitoring of the contract. It
shall ensure that persons authorised to process the personal data have committed themselves to
conf identiality 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 ef f ects. The data importer shall also notif y the data
exporter without undue delay af ter having become aware of the breach. Such notif ication 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 ef fects. Where, and in so f ar as, it is not possible to provide all inf ormation 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 inf ormation available to the data importer.
8.7 Sensitive data
Where the transf er involves personal data revealing racial or ethnic origin, political opinions, religious or
philosophical beliefs, or trade union membership, genetic data, or biometric data f or the purpose of uniquely
identif ying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating
to criminal convictions and offences (hereinaf ter “sensitive data”), the data importer shall apply the specific
restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
8
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 Union4
(in the same country as the data importer or in another third country, hereinaf ter “onward transfer”) if the third
party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
I. the onward transf er is to a country benef iting f rom 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;
ill. the onward transf er is necessary f or the establishment, exercise or def ence 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 transf er is subject to compliance by the data importer with all the other saf eguards under these
Clauses, in particular purpose limitation.
8.9 Documentation and compliance
a. The data importer shall promptly and adequately deal with enquiries f rom 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 exp orter all inf ormation necessary to
demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s
request, allow f or 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 inf ormation ref erred 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. OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s
general authorisation f or the engagement of sub -processor(s) f rom an agreed list. The data
importer shall specifically inf orm the data exporter in writing of any intended changes to that list
through the addition or replacement of sub- processors at least ten (10) 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 inf ormation
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 f or, in
substance, the same data protection obligations as those binding the data importer under these
Clauses, including in terms of third -party beneficiary rights f or data subjects.8 The Parties agree
that, by complying with this Clause, the data importer f ulfils its obligations under Clause 8.8. The
data importer shall ensure that the sub-processor
9
complies with the obligations to which the data importer is subject pursuant to these Clauses.
c. The data importer shall provide, at the data exporter’s request, a copy of such a sub processor
agreement and any subsequent amendments to the data exporter. To the extent necessary to
protect business secrets or other conf idential inf ormation, including personal data, the data
importer may redact the text of the agreement prior to sharing a copy.
d. The data importer shall remain f ully responsible to the data exporter f or the perf ormance of the
sub-processor’s obligations under its contract with the data importer. The data importer shall notify
the data exporter of any failure by the sub- processor to fulfil its obligations under that contract.
e. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in
the event the data importer has f actually 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 f ulf illing 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 f ulf illing 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 ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor 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 f ashion.
The Parties shall keep each other inf ormed about such disputes and, where appropriate,
cooperate in resolving them.
c. Where the data subject invokes a third -party benef iciary 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. ref er the dispute to the competent courts within the meaning of Clause 18.
10
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
MODULE THREE: Transfer processor 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, f or 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, f or any material or non-material damages the
data exporter or the data importer (or its sub-processor) causes the data subject by breaching the
third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the
data exporter and, where the data exporter is a processor acting on behalf of a controller, to the
liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as
applicable.
d. The Parties agree that if the data exporter is held liable under paragraph (c) f or 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 f rom the other Party/ies that part of the compensation corresponding to its / their responsibility
f or the damage.
g. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
a. [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 Artic le 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
11
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.
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 ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller (where the EU processor combines the personal data
received from the third country-controller with personal data collected by the processor in the EU)
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 f rom f ulfilling its obligations under these Clauses. This is
based on the understanding that laws and practices that respect the essence of the f undamental
rights and f reedoms 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 transf er, including the length of the processing
chain, the number of actors involved and the transmission channels used; intended
onward transf ers; the type of recipient; the purpose of processing; the categories and
f ormat of the transf erred 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 safeguards12;
iii. any relevant contractual, technical or organisational saf eguards put in place to
supplement the safeguards under these Clauses, including measures applied during
transmission and to the processing of the personal d ata in the country of destination.
c. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made
its best ef forts to provide the data exporter with relevant inf ormation and agrees that it will continue
to cooperate with the data exporter in ensuring compliance with these Clauses.
12
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, af ter having agreed to these
Clauses and f or 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
f ollowing a change in the laws of the third country or a measure (such as a disclosure request)
indicating an application of such laws in practice that is not in line with the requirements in
paragraph (a).
f. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to
believe that the data importer can no longer f ulfil 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
f or 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
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller (where the EU processor combines the personal data
received from the third country-controller with personal data collected by the processor in the
EU)
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 f rom a public authority, including judicial
authorities, under the laws of the country of destination for the disclosure of personal
data transf erred pursuant to these Clauses; such notification shall include inf ormation
about the personal data requested, the requesting authority, the legal basis f or the
request and the response provided; or
ii. becomes aware of any direct access by public authorities to personal data transf erred
pursuant to these Clauses in accordance with the laws of
the country of destination; such notification shall include all inf ormation available to
the importer.
b. If the data importer is prohibited from notifying the data exporter and/or the data subject under the
laws of the country of destination, the data importer agrees to use its best efforts
13
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 f or the duration of the c ontract, with as much relevant
inf ormation as possible on the requests received (in particular, number of requests, type of data
requested, requesting authority/ies, whether requests have been challenged and the outcome of
such challenges, etc.).
d. The data importer agrees to preserve the inf ormation pursuant to paragraphs (a) to (c) f or 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 inf orm 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 , af ter caref ul assessment, it concludes that there are reasonable grounds to consider that the
request is unlawf ul 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 import er shall seek
interim measures with a view to suspending the effects of the request until the competent judicial
authority has decided on its merits. It shall not disclose the personal data requested until required
to do so under the applicable procedural rules. These requirements are without prejudice to the
obligations of the data importer under Clause 14(e).
b. The data importer agrees to document its legal assessment and any challenge to the request for
disclosure and, to the extent permissible under the laws of the country of destination, make the
documentation available to the data exporter. It shall also make it available to the competent
supervisory authority on request.
c. The data importer agrees to provide the minimum amount of inf ormation 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 inf orm the data exporter if it is unable to comply with these
Clauses, f or 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 transf er 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 transf er 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 f ails to comply with a binding decision of a competent court or
supervisory authority regarding its obligations under these Clauses.
14
• In these cases, it shall inform the competent supervisory authority
• of such non-compliance. Where the contract involves more than two Parties, the data exporter
may exercise this right to termination only with respect to the relevant Party, unless the Parties
have agreed otherwise.
d. [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
transf erred 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 f or 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 transf er of personal data to which these Clauses apply; o r (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 ONE: Transf er controller to controller
MODULE TWO: Transf er controller to processor
MODULE THREE: Transf er processor to processor
[OPTION 1: These Clauses shall be governed by the law of one of the EU Member States, provided such law
allows f or third-party beneficiary rights. The Parties agree that this shall be the law of Switzerland.]
Clause 18
Choice of forum and jurisdiction
MODULE ONE: Transf er controller to controller
MODULE TWO: Transf er controller to processor
MODULE THREE: Transf er processor 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 Switzerland.
c. A data subject may also bring legal proceedings against the data exporter and/or data importer
bef ore 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.
15
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 rep ealing Regulation (EC) No 45/2001 and Decision No
1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the
contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are
aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses incl uded in
Decision [...].
2
This requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone, in line with
recital 26 of Regulation (EU) 2016/679, and that this process is irreversible.
3
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 disclo sure 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 .
4
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.
5
See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation
(EU) 2018/1725.
6
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 purposes of these Clause s.
7
This includes whether the transfer and further processing 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 un iquely
identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to crimin al
convictions or offences.
8
This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in
accordance with Clause 7.
9
This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in
accordance with Clause 7.
10
That period may be extended by a maximum of two more months, to the extent necessary taking into account the complexity
and number of requests. The data importer shall duly and promptly inform the data subject of any such extension.
11
The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that
has ratified the New York Convention on Enforcement of Arbitration Awards.
12
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 el ements
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.
16
APPENDIX
ANNEX I
A. LIST OF PARTIES
MODULE ONE: Transf er controller to controller
MODULE TWO: Transf er controller to processor
MODULE THREE: Transf er processor to processor
MODULE FOUR: Transf er processor to controller
Data exporter(s):
Name: ...
Address: ...
Contact person’s name, position and contact details: ...
Activities relevant to the data transferred under these Clauses: ...
Signature and date: ...
Role (controller/processor): Controller
Data importer(s):
1. Name: VZ Hybrid Compute (UK) Limited
Address: Fieldfisher Llp, Riverbank House, 2 Swan Lane, London, England, EC4R 3TT
Contact person’s name, position and contact details: privacy@virtuozzo.com
Activities relevant to the data transferred under these Clauses: Processing of Personal Data
upon the instruction of the data exporter in accordance with the terms of the Agreement
Signature and date: ...
2. The other members of the Virtuozzo Group subprocessors listed at
https://www.virtuozzo.com/legal/subprocessors/
3. Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
MODULE ONE: Transf er controller to controller
MODULE TWO: Transf er controller to processor
MODULE THREE: Transf er processor to processor
MODULE FOUR: Transf er processor to controller
17
Categories of data subjects whose personal data is transferred
Data exporter may submit Personal Data of data subjects pursuant to the Agreement, the extent of which is
determined and controlled by the data exporter in its sole discretion.
Categories of personal data transferred
The categories of Personal Data transferred are determined and controlled in the sole discretion of the data
exporter pursuant to the Agreement.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration
the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions
(including access only for staff having followed specialised training), keeping a record of access to the data,
restrictions for onward transfers or additional security measures.
The special categories of Personal Data (if any) transferred are determined and controlled in the sole discretion
of the data exporter pursuant to the Agreement.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continuous basis f or products and services, one-off basis f or support requests and other ad hoc customer
submissions
Nature of the processing
Collection, analysis, reporting and/or storage, in accordance with the documented instructions by the Data
Exporter in its sole discretion
Purpose(s) of the data transfer and further processing
Perf ormance of the obligations arising from the agreement between the Data Exporter and the Data Importer
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine
that period
During the term of the agreement between the Data Exporter and the Data Importer and in accordance with
the applicable laws
For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing
For the purposes of performance of the obligations arising from the agreement between the Data Exporter and
the Data Importer; collection, analysis, reporting and/or storage, in accordance with the documented
instructions by the Data Exporter in its sole discretion; during the term of the agreement between the Data
Exporter and the Data Importer and in accordance with the applicable laws
C. COMPETENT SUPERVISORY AUTHORITY
MODULE ONE: Transf er controller to controller
MODULE TWO: Transf er controller to processor
MODULE THREE: Transf er processor to processor
18
Identify the competent supervisory authority/ies in accordance with Clause 13
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.
ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
MODULE ONE: Transf er controller to controller
MODULE TWO: Transf er controller to processor
MODULE THREE: Transf er processor to processor
Description of the technical and organisational measures implemented by the data importer(s) (including any
relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context
and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Data Importer will maintain administrative, physical, and technical saf eguards f or pro tection of the security,
conf identiality and integrity of Personal Data processed pursuant to the Agreement as described on:
https://www.virtuozzo.com/data-processing-terms/
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be
taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a
processor to a sub-processor, to the data exporter
Data Importer contractually requires all sub-processors to take technical and organisational measures at least
equivalent to, and in any case no less protective than those ref erenced above.
19
Addendum to Schedule 1
This Addendum has been issued by the Inf ormation Commissioner f or Parties making Restricted
Transf ers. The Inf ormation Commissioner considers that it provides Appropriate Saf eguards f or
Restricted Transf ers when it is entered into as a legally binding contract.
Part 1: Tables
Table 1: Parties
Start date The Ef f ective Date of the DPA.
Exporter (who sends the Importer (who receives the
The Parties
Restricted Transfer) Restricted Transfer)
Parties’ details Virtuozzo The Customer as def ined in the DPA.
Key Contact privacy@virtuozzo.com As set out on page 4 of the DPA.
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU The version of the Approved EU SCCs which this Addendum is appended to,
SCCs including the Appendix Inf ormation.
Table 3: Appendix Information
“Appendix Information” means the inf ormation which must be provided f or the selected modules as set
out in the Appendix of the Approved EU SCCs (other than the Parties), and which f or this Addendum is
set out in:
Annex 1A: List of Parties: Virtuozzo and Customer
Annex 1B: Description of Transf er: As set out in the DPA.
Annex II: Technical and organisational measures including technical and organisational
measures to ensure the security of the data: As set out in the DPA.
Annex III: List of Sub processors (Modules 2 and 3 only): As set out in the DPA
Table 4: Ending this Addendum when the Approved Addendum Changes
Ending Which Parties may end this Addendum as set out in Section 19:
this
20
Addendum Exporter
when the
Approved
Addendum
changes
Part 2: Mandatory Clauses
Entering into this Addendum
1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange
f or the other Party also agreeing to be bound by this Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, f or the
purpose of making Restricted Transf ers, the Parties may enter into this Addendum in any way that
makes them legally binding on the Parties and allows data subjects to enf orce their rights as set out
in this Addendum. Entering into this Addendum will have the same ef f ect as signing the Approved
EU SCCs and any part of the Approved EU SCCs.
Interpretation of this Addendum
3. Where this Addendum uses terms that are def ined in the Approved EU SCCs those terms shall have
the same meaning as in the Approved EU SCCs. In addit ion, the f ollowing terms have the f ollowing
meanings:
Addendum This International Data Transf er Addendum which is made up of this
Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs The version(s) of the Approved EU SCCs which this Addendum is
appended to, as set out in Table 2, including the Appendix Inf ormation.
Appendix Inf ormation As set out in Table 3.
Appropriate Saf eguards The standard of protection over the personal data and of data subjects’
rights, which is required by UK Data Protection Laws when you are
making a Restricted Transf er relying on standard data protection clauses
under Article 46(2)(d) UK GDPR.
Approved Addendum The template Addendum issued by the ICO and laid bef ore Parliament
in accordance with s119A of the Data Protection Act 2018 on 28 January
2022, as it is revised under Section 18.
Approved EU SCCs The Standard Contractual Clauses set out in the Annex of Commission
Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO The Inf ormation Commissioner.
21
Restricted Transf er A transf er which is covered by Chapter V of the UK GDPR.
UK The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws All laws relating to data protection, the processing of personal data,
privacy and/or electronic communications in f orce f rom time to time in
the UK, including the UK GDPR and the Data Protectio n Act 2018.
UK GDPR As def ined in section 3 of the Data Protection Act 2018.
4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection
Laws and so that it f ulf ils the Parties’ obligation to provide the Appropriate Saf eguards.
5. If the provisions included in the Addendum EU SCCs amend the Approv ed SCCs in any way which
is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will
not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will
take their place.
6. If there is any inconsistency or conf lict between UK Data Protection Laws and this Addendum, UK
Data Protection Laws applies.
7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which
most closely aligns with UK Data Protection Laws applies.
8. Any ref erences to legislation (or specif ic provisions of legislation) means that legislation (or specific
provision) as it may change over time. This includes where that legislation (or specif ic provision) has
been consolidated, re-enacted and/or replaced af ter this Addendum has been entered into.
Hierarchy
9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all
related agreements between the parties, the parties agree that, f or Restricted Transf ers, the
hierarchy in Section 10 will prevail.
10. Where there is any inconsistency or conf lict between the Approved Addendum and the Addendum
EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except
where (and in so f ar as) the inconsistent or conf licting terms of the Addendum EU SCCs provides
greater protection f or data subjects, in which case those terms will override the Approved Addendum.
11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect
transf ers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties
acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.
Incorporation of and changes to the EU SCCs
12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary
so that:
22
a. together they operate f or data transf ers made by the data exporter to the data importer, to
the extent that UK Data Protection Laws apply to the data exporter’s proc essing when
making that data transf er, and they provide Appropriate Saf eguards f or those data transf ers;
b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
c. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by
the laws of England and Wales and (2) any dispute arising f rom it is resolved by the courts
of England and Wales, in each case unless the laws and/or courts of Scotland or Northern
Ireland have been expressly selected by the Parties.
13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12,
the provisions of Section 15 will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may
be made.
15. The f ollowing amendments to the Addendum EU SCCs (f or the purpose of Section 12) are made:
a. Ref erences to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
b. In Clause 2, delete the words:
“and, with respect to data transf ers f rom controllers to processors and/or processors to
processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU)
2016/679”;
c. Clause 6 (Description of the transf er(s)) is replaced with:
“The details of the transf ers(s) and in particular the categories of personal data that are
transf erred and the purpose(s) f or which they are transf erred) are those specif ied in
Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when
making that transf er.”;
d. Clause 8.7(i) of Module 1 is replaced with:
“it is to a country benef itting f rom adequacy regulations pursuant to Section 17A of the
UK GDPR that covers the onward transf er”;
e. Clause 8.8(i) of Modules 2 and 3 is replaced with:
“the onward transf er is to a country benef itting f rom adequacy regulations pursuant to
Section 17A of the UK GDPR that covers the onward transf er;”
f. Ref erences to “Regulation (EU) 2016/679”, “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 f ree movement of such data (General
Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection
Laws”. Ref erences to specif ic Article(s) of “Regulation (EU) 2016/679” are replaced with the
equivalent Article or Section of UK Data Protection Laws;
g. Ref erences to Regulation (EU) 2018/1725 are removed;
h. Ref erences to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State”
and “EU or Member State” are all replaced with the “UK”;
23
i. The ref erence to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Claus e
11(c)(i)”;
j. Clause 13(a) and Part C of Annex I are not used;
k. The “competent supervisory authority” and “supervisory authority” are both replaced with the
“Inf ormation Commissioner”;
l. In Clause 16(e), subsection (i) is replaced with:
“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection
Act 2018 that cover the transf er of personal data to which these clauses apply;”;
m.Clause 17 is replaced with:
“These Clauses are governed by the laws of England and Wales.”;
n. Clause 18 is replaced with:
“Any dispute arising f rom these Clauses shall be resolved by the courts of England and
Wales. A data subject may also bring legal proceedings against the data exporter and/or
data importer bef ore the courts of any country in the UK. The Parties agree to submit
themselves to the jurisdiction of such courts.”; and
o. The f ootnotes to the Approved EU SCCs do not f orm part of the Addendum, except f or
f ootnotes 8, 9, 10 and 11.
Amendments to this Addendum
16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to ref er to the
laws and/or courts of Scotland or Northern Ireland.
17. If the Parties wish to change the f ormat of the inf ormation included in Part 1: Tables of the Ap proved
Addendum, they may do so by agreeing to the change in writing, provided that the change does not
reduce the Appropriate Saf eguards.
18. From time to time, the ICO may issue a revised Approved Addendum which:
a. makes reasonable and proportionate changes to the Approved Addendum, including
correcting errors in the Approved Addendum; and/or
b. ref lects changes to UK Data Protection Laws;
The revised Approved Addendum will specif y the start date f rom which the changes to the Approved
Addendum are ef f ective and whether the Parties need to review this Addendum including the
Appendix Inf ormation. This Addendum is automatically amended as set o ut in the revised Approved
Addendum f rom the start date specif ied.
19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4
“Ending the Addendum when the Approved Addendum changes”, will as a direct result of the
changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase
in:
a its direct costs of perf orming its obligations und er the Addendum; and/or
b its risk under the Addendum,
and in either case it has f irst taken reasonable steps to reduce those costs or risks so that it is not
substantial and disproportionate, then that Party may end this Addendum at the end of a reasonabl e
24
notice period, by providing written notice f or that period to the other Party bef ore the start date of
the revised Approved Addendum.
20. The Parties do not need the consent of any third party to make changes to this Addendum, but any
changes must be made in accordance with its terms.
25