Snapshot 229306
Normalized text
Scripts and page chrome removed; this is what change detection compares.
Adform Data Processing Agreement 1. Preamble (Relationship of the Parties) 2. Definitions 3. Scope of Data Processing 4. Processor’s Obligations 5. Client’s Obligations 6. Adform Data 7. Government access to data 8. Term, Termination Annex A 1. Services and nature of processing provided by Processor: 2. Type(s) of personal data being processed: 3. Data Subjects: Annex B 1. Definitions 2. License 3. Relationship of the Parties 4. Privacy 5. Termination Annex C SECTION I SECTION II - OBLIGATIONS OF THE PARTIES SECTION III - LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES SECTION IV - FINAL PROVISIONS APPENDIX ANNEX I ANNEX II This Data Processing Agreement (the “DPA”) applies to the processing of Client Data (as defined below) by Adform, as identified in the IO (hereinafter “Adform” or “Processor”) and Client, as identified in the IO (hereinafter “Client” or “Controller”) (Adform and Client hereinafter individually also referred to as a “Party” and together as the “Parties”) as set forth in the DPA. 1. Preamble (Relationship of the Parties) 1.1. The subject of this DPA is the collection and processing of Client Data (as defined below) in connection with certain online advertising services provided by the Adform to the Controller as specified in the IO, General Terms and Conditions, and the Special Terms and Conditions (hereinafter the “Agreement”). 1.2. The Controller appoints Adform as a processor to process Client Data (as defined below) for the purposes described in this Preamble and the Agreement, or as otherwise agreed in writing by the parties (the “Permitted Purpose”). 1.3. Each party shall comply with the obligations that apply to it under Applicable Data Protection Law (as defined below). 2. Definitions 2.1. In this DPA, the following terms shall have the following meanings: 2.1.1. “controller”, “processor”, “data subject”, “personal data”, “processing” (and “process”) and “special categories of personal data” shall have the meanings given in Applicable Data Protection Law; 2.1.2. “Applicable Data Protection Law” shall mean: (i) the EU General Data Protection Regulation (Regulation 2016/679); and (ii) any national legislation implementing the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC) in the applicable EU member state (including any future national or European legislation replacing such legislation); 2.1.3. “Instruction” means a direction, either in writing, in textual form (e.g. by e-mail) or by using a software or online tool, issued by the Controller to the Processor and directing the Processor to process Personal Data. 2.1.4. “Client Data” means all electronic data which is (i) submitted to the Processor by the Controller including but not limited to the 1st party ID or (ii) which is collected, used and processed by the Processor specifically for the Controller or via the Controller´s digital properties. Client Data does not include Adform Data. 2.1.5. “Adform Data” means the Adform ID (the unique identifier which is created, assigned and retained by Adform in respect of each user who interacts with a website); and any data Adform would have regardless of the Client´s use of the advertising services. 2.1.6. “Adform Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Adform A/S. 3. Scope of Data Processing 3.1. The Processor processes the Client Data exclusively in accordance with the Agreement and this DPA, which together shall constitute the Instructions of the Client. Client agrees that Adform may process and use Client Data for the purposes of fraud detection, forecasting and reporting in aggregate form. Details on the data provided by the Client, including the nature of data processing, the type of data being processed and the categories of data subjects concerned, are described in Annex A (Processing Activities) to this DPA. 3.2. The Processor may anonymize IP addresses directly at the source (IPv4: replacing the last octet of an IPv4 address with a fixed string, IPv6: deleting the last 24 bit of the prefix; deleting the Interface Identifier). IP address data which has been anonymized does not constitute Personal Data and shall not be subject to this DPA. 3.3. Both Parties acknowledge and agree that Adform Data shall not be subject to this DPA, and Adform shall be an independent controller of Adform Data. In no event shall the parties process the data as joint controllers. 4. Processor’s Obligations 4.1. Technical and organisational security measures: The Processor shall implement technical and organisational security measures necessary to protect the Client Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Client Data (a “Security Incident”), in compliance with the Applicable Data Protection Law. An overview of such technical and organisational measures which have been implemented as of the effective date is set out in https://site.adform.com/privacy-center/corporate-privacy/physical-organisational-and-it-security-measures/. As technical and organisational measures are subject to technological development, the Processor is entitled to implement alternative measures provided they do not fall short of the level of data protection set out by the Applicable Data Protection Law. Upon request by the Client, the Processor shall demonstrate which technical and organisational measures it has implemented. Such demonstration may be made by presenting current certification or a report such as by an internal or external data protection officer, a privacy auditor, the IT security department or a suitable certification by an IT security or privacy audit (e.g. ISO 27001) (“Audit Report”). 4.2. International transfers of Data: If and to the extent that Client Data is subject to Applicable Data Protection Law, the Processor shall not transfer Client Data to third parties outside of the European Economic Area without prior written approval of the Client and unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. 4.3. Cooperation and data subjects' rights: The Processor shall provide reasonable and timely assistance to the Client (at the Client's expense) to enable the Client to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Client Data. In the event that any such request, correspondence, enquiry or complaint is made directly to the Processor, the Processor shall promptly inform the Client providing full details of the same. Upon request, the Processor shall provide the Client with contact details of the individual(s) to approach with privacy-related queries. 4.4. Data Protection Impact Assessment: If the Processor believes or becomes aware that its processing of the Client Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it shall inform the Client and provide reasonable cooperation to the Client (at the Client's expense) in connection with any data protection impact assessment that may be required under Applicable Data Protection Law. 4.5. Security incidents: If it becomes aware of a confirmed Security Incident, the Processor shall inform the Client without undue delay and shall provide reasonable information and cooperation to the Client so that the Client can fulfill any data breach reporting obligations it may have under (and in accordance with the timescales required by) Applicable Data Protection Law. The Processor shall further take such any reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and shall keep the Client of all material developments in connection with the Security Incident. 4.6. Deletion or return of Client Data: Upon termination or expiry of this DPA or the Agreement, as appropriate, the Processor shall (at the Client's election) destroy or return to the Client all Client Data in its possession or control. This requirement shall not apply to the extent that the Processor is required by applicable law to retain some or all of the Client Data, or to Client Data it has archived on back-up systems, which Client Data the Processor shall securely isolate and protect from any further processing except to the extent required by such law. Client acknowledges and agrees that Processor will retain Client Data that is associated with Adform Data for a period of 13 months and automatically deletes such Client Data after expiry of this period. 4.7. Confidentiality of processing: The Processor shall ensure that any person it authorises to process the Client Data shall protect the Client Data in accordance with the Processor's confidentiality obligations under this DPA and the Agreement. 4.8. Audit: The Client acknowledges that the Processor is regularly audited against ISO 27001 and, as the case may be, other industry standards by independent third-party auditors. Upon request, the Processor shall supply a summary copy of its audit report(s) to the Client, which reports shall be subject to the confidentiality provisions of this DPA and the Agreement. The Processor shall also respond to any written audit questions submitted to it by the Client, provided that the Client shall not exercise this right more than once per year. 4.9. Subcontracting: The Client agrees that Processor may use Adform Affiliates and third-party providers as subprocessors. The Client further consents to the Processor engaging subprocessors to process Client Data for the Permitted Purpose provided that: (i) the Processor maintains an up-to-date list of its subprocessors available at https://site.adform.com/terms-and-conditions/adform-affiliates-and-third-party-subprocessors/, which may be updated from time to time; (ii) the Processor imposes data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and (iii) the Processor remains liable for any breach of this Clause that is caused by an act, error or omission of its subprocessor. The Client may object to the Processor's appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, the Processor will either not appoint or replace the subprocessor or, if this is not possible, the Client may suspend or terminate this DPA or the Agreement (without prejudice to any fees incurred by the Client prior to suspension or termination). 5. Client’s Obligations 5.1. No Directly Identifiable Data. The Client shall not transfer to, make available for, submit, or grant to Adform access to any directly identifiable Personal Data (i.e. data that is not pseudonymous). If Adform comes into possession of or gets access to directly identifiable Personal Data from Client, Client shall cease any such transfer or submission without undue delay. Adform reserves the right to block any transfer or submission of directly identifiable data, and to delete any such data from its systems, in its sole discretion. 5.2. Information Obligation. The Client shall inform the Processor as soon as reasonably possible of any legitimate inspection or audit of the Client Data processing by any competent authority which relates to the Data processing by the Processor. 5.3. Data Subject Requests. The Client shall inform the Processor as soon as reasonably possible of any request from a data subject to enforce their rights under the Applicable Data Protection Law. 5.4. The Client understands that it is responsible for ensuring that (i) any Client Data it provides to Adform for processing when delivering the agreed services under the Agreement has been collected in accordance with Applicable Data Protection Law, and (ii) any Client Data provided to Adform may lawfully be processed by Adform in the manner necessary to deliver the agreed services under the Agreement. 6. Adform Data 6.1. Client shall implement appropriate notice and consent mechanisms upon its digital properties so that Adform can serve cookies lawfully through such properties in order to perform its services under the Agreement, and provide evidence of such consent if required by Adform. Both Parties shall use commercially reasonable efforts to implement, and have their publisher partners implement, industry-wide solutions for obtaining cookie consent (such as the IAB Europe Cookie Consent Tool). 6.2. On request of Adform, Client shall provide to Adform all information, assistance and documentation as may reasonably be required by Adform to verify Client´s compliance with Sec. 6.1 above without undue delay. If a Data Subject makes an inquiry to Client in respect of an obligation concerning Adform Data, Client will direct the Data Subject to Adform to answer any enquiry about Adform Data. 7. Government access to data 7.1 Notwithstanding any other provision of this Agreement, if the Client becomes aware that any government authority (including law enforcement) wishes to obtain access to or a copy of some or all of the Data, whether on a voluntary or a mandatory basis, then unless legally prohibited or under a mandatory legal compulsion that requires otherwise: (a) The Client will immediately notify the User; (b) The Client will inform the relevant government authority that the Client is a Processor of the Data and that the User has not authorised the Client to disclose the Data to the government authority; (c) The Client will inform the relevant government authority that any and all requests or demands for access to the Data should therefore be notified to or served upon the User in writing; and (d) The Client will not provide access to the Data unless and until authorised by the User. 7.2 In the event the Client is under a legal prohibition or a mandatory legal compulsion that prevents the Client from complying with Clauses 7.1 (a) to (d) above in full, then the Client shall use reasonable and lawful efforts to challenge such prohibition or compulsion (though the User acknowledges that such challenge may not always be reasonable or possible in light of the nature, scope, context and purposes of the intended government authority access). If the Client successfully challenge the prohibition or compulsion, then Clauses 7.1 (a) to (d) will apply. In either case, if the Client makes disclosure to the government authority (either with the User’s authorisation or due to a mandatory legal compulsion), then the Client will only disclose the Data to the extent the Client is legally required to do so and in accordance with applicable lawful process. 7.3 Clauses 7.1 and 7.2 shall not apply in the event that, taking into account the nature, scope, context and purposes of the intended government authority access to the Data, the Client has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual. In such event, the Client shall notify the User as soon as possible following access and provide the User with full details of the same, unless and to the extent legally prohibited. 7.4 In no event shall the Client disclose Data in a massive, disproportionate and indiscriminate manner that goes beyond what is necessary in a democratic society. 8. Term, Termination 8.1. This DPA is entered into for as long as the Processor processes data on behalf of the Client in accordance with this DPA or the Agreement. It may be terminated in accordance with the Agreement. The right to terminate for cause without notice shall remain unaffected. Annex A Processing Activities 1. Services and nature of processing provided by Processor: 1.1. Adform shall provide online advertising services to the Client and, for this purpose and subject to the Client’s choice and/or use of the respective service, may perform the following processing activities for Client: 1.1.1. Bid Optimization, i.e. use Client Data to decide on which impressions from different exchanges a bid may be issued; 1.1.2. Audience Extension, i.e. use Client Data to calculate similar audiences from data received by Adform from third- party partners (subject to Client’s choice) as configured by Client; 1.1.3. Statistical Location Data, i.e. enriching Client Data with aggregate statistical location-based data; 1.1.4. Subject to Client’s choice: Cross-Device, i.e. the probabilistic determination of IDs that belong to the same user; 1.1.5. Audience Management and segmentation of Client Data, i.e. the categorization of Client Data into segments as a data management tool; 1.1.6. Ad Serving, i.e. the delivery and optimization of Ads on third party properties and the collection of information about interactions with Ads. 1.1.7. Internet tracking, collecting of information about interactions with Client websites, apps and other digital properties 2. Type(s) of personal data being processed: 2.1. By using standard pixels/scripts the following types of personal data is being processed: part of the IP address, location derived from the full IP address (or if in-app the location transmitted by the App), the URL of the web page, technical browser and device information and timestamp. In addition, the script/pixel allows the Client to feed additional variables to Adform's platform by using predefined variable names such as “Sales Value”, “Product Name”, “OrderID”, etc. that allow the Client to transmit data e.g. about the products being seen/visited or bought (Sale Confirmation webpage). 2.2. By using the Adform Software Development Kit (SDK) for App Download and Event Tracking or similar third-party tracking tools from Mobile Measurement Partners (MMPs) the following types of data is being processed: Mobile advertising ID, app download data (e.g. app store identifiers, app starts, custom events). 2.3. No special categories of personal data or other sensitive information are processed by Adform for the Client. 3. Data Subjects: 3.1. Users of digital properties including websites and mobile apps owned or controlled by the Client; Customers of the Client. Annex B Master Report Data This Annex B applies to the transfer of certain data controlled by Adform to Client as part of the Master Report (known as “Master Data” under the Agreement) to which Client subscribed. 1. Definitions 1.1. Capitalized terms used in this Annex B which have not been defined in Section 1.2 shall have the meaning given to them in the Data Processing Agreement. 1.2. In this Annex B, the following terms shall have the following meanings: “Adform Master Report Data” shall mean the portion of the Master Report Data that is not Client Data. “Master Report” shall mean the reporting feature to which Client has subscribed which contains the Master Report Data (known as “Master Data” under the Agreement). “Master Report Data” shall mean data comprised in the Master Report, including Client Data, Adform Data and, as the case may be, other log level data which is owned and/or controlled by Adform or third-party partners of Adform. 2. License 2.1. Adform hereby grants Client a limited, non-exclusive, non-transferable and non-sublicensable license to use, access, view, display, and analyse the Adform Master Report Data for the sole purposes of (i) understanding the performance of Client’s advertising campaigns supported by Adform’s services and (ii) improving the use of the Adform platform by Client, including the creation of refined segments based on the Adform Master Report Data. Any further use of the Adform Master Report Data requires the prior written consent of Adform. 2.2. Except for as expressly granted herein, Adform and/or its partners shall retain all rights in the Adform Master Report Data. 3. Relationship of the Parties Client acknowledges that Adform Master Report Data will be transferred from Adform to Client on a Controller to Controller basis. Client will be a separate and independent controller of Adform Master Report Data strictly for the purposes described above (2.) The Parties do not process Adform Master Report Data as joint controllers. Each party shall be individually and separately responsible for complying with the obligations that apply to it as a Controller under Applicable Data Protection Law. It is agreed that where a Data Subject makes an inquiry of either Adform or Client in respect of an obligation concerning Adform Master Report Data, where relevant the other party will direct the Data Subject to the other, as applicable, to answer any enquiry about their independent uses of such data. 4. Privacy 4.1. Each party shall maintain a publicly-accessible privacy policy on its website that satisfies the transparency disclosure requirements of Applicable Data Protection Law. Both Parties will cooperate in good faith in order to identify the information disclosure requirements. 4.2. Client shall not use the Adform Master Report Data for any other purposes than contemplated in clause 2.1 without prior written approval of Adform. Client shall not: a) Combine, or attempt to combine, Adform Master Report Data with directly identifiable Personal Data it holds or obtains; or b) Identify, or attempt to identify, individual users relating to the Adform Master Report Data unless Client has obtained written consent of the data subject or another legitimate basis exists under which the activities set out in (a) and (b) above are permitted. 4.3. Client shall implement appropriate technical and organisational measures to protect the Adform Master Report Data. In the event that the Client suffers a confirmed Security Incident, the Client shall notify the Adform without undue delay and the Parties shall cooperate in good faith to agree and action such measures as may be necessary to mitigate or remedy the effects of the Security Incident. 4.4. If Client is located in a territory outside of the European Economic Area (“EEA”) or discloses Adform Master Report Data to an affiliate or branch office located outside of the EEA, Client shall ensure that the transfer of Adform Master Report Data is in compliance with EU Data Protection Law and verify such compliance to Adform upon request. Such measures may include (without limitation) transferring the Adform Master Report Data (i) to a recipient in a country that the European Commission has decided provides adequate protection for personal data, (ii) to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, (iii) to a recipient in the United States that has certified compliance with the EU-US Privacy Shield framework, (iv) or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission (Annex C if applicable). In case a US headquartered Client is certified under the EU-US Privacy Shield framework, it warrants and represents that it will notify Adform without undue delay if its EU-US Privacy Shield certification becomes or will become invalid. Adform may suspend or stop the provision of the Master Report until export compliance is verified or parties execute standard contractual clauses. 5. Termination 5.1. Adform may in its sole discretion terminate or suspend the Master Report subscription if, in Adform’s reasonable opinion, Client is in breach of clauses 2 or 4 of this Annex B. Annex C STANDARD CONTRACTUAL CLAUSES COMMISSION IMPLEMENTING DECISION on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council between Name of data exporting organization: Adform, as identified in the IO, (hereinafter “data exporter”) and Name of the data importing organization: Client, as identified in the IO, (hereinafter: “data importer”) each a “party”; together “the parties”, 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)[1] 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 transfers The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B. Clause 7 Docking clause (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 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 ONE: Transfer controller to controller 8.1 Purpose limitation The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose: (i) where it has obtained the data subject’s prior consent; (ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iii) where necessary in order to protect the vital interests of the data subject or of another natural person. 8.2 Transparency (a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter: (i) of its identity and contact details; (ii) of the categories of personal data processed; (iii) of the right to obtain a copy of these Clauses; (iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7. (b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available. (c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. (d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679. 8.3 Accuracy and data minimisation (a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay. (b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay. (c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing. 8.4 Storage limitation The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation [1] of the data and all back-ups at the end of the retention period. 8.5 Security of processing (a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. (b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. (c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. (d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects. (e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay. (f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach. (g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof. 8.6 Sensitive data Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter “sensitive data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure. 8.7 Onward transfers The data importer shall not disclose the personal data to a third party located outside the European Union[2] (in the same country as the data importer or in another third country, hereinafter “onward transfer”) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if: (i) it 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 of Regulation (EU) 2016/679 with respect to the processing in question; (iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter; (iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; (v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or (vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation. 8.8 Processing under the authority of the data importer The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions. 8.9 Documentation and compliance (a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility. (b) The data importer shall make such documentation available to the competent supervisory authority on request. [1] 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. [2] The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses. 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. 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 [Not used in Module One (C2C) Standard Contractual Clauses] MODULE TWO: Transfer controller to processor a) OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least 2 months prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date. OPTION 2: 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 2 months 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.8 The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses. c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy. d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract. e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data. Clause 10 Data subject rights MODULE ONE: Transfer controller to controller (a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request.[1] The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language. (b) In particular, upon request by the data subject the data importer shall, free of charge : (i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i); (ii) rectify inaccurate or incomplete data concerning the data subject; (iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based. (c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it. (d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter “automated decision”), which would produce legal effects concerning the data subject or similarly significantly affect him / her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter: (i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and (ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being. (e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request. (f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679. (g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress. [1] 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. 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. (b) The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body[1] at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress [1] 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 MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor (a) 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. (b) 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. (c) 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. (d) The data importer shall abide by a decision that is binding under the applicable EU or Member State law. (e) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws. Clause 12 Liability (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses. (b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679. (c) 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. (d) The Parties agree that if one Party is held liable under paragraph (c), 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. (e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own 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 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) 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 ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor (a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority. (b) 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. (c) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken. SECTION III - LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES Clause 14 Local laws and practices affecting compliance with the Clauses MODULE ONE: Transfer controller to controller 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[2]; (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). (f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation . The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise 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 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. (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.). (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. (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 ONE: Transfer controller to controller 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 Danish Law, unless a different competent supervisory authority may be found to have jurisdiction given the subject matter of the dispute. MODULE TWO: Transfer controller to processor These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Denmark. Clause 18 Choice of forum and jurisdiction MODULE ONE: Transfer controller to controller 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 Denmark. (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. APPENDIX ANNEX I A. LIST OF PARTIES MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor 1. Data exporter(s): Adform A/S, the signatory to the Privacy Compliance Agreement, Data Transfer Agreement or Data Processing Agreement, as applicable Role (controller/processor): controller 2. Data importer(s): The signatory to the Privacy Compliance Agreement, Data Transfer Agreement or Data Processing Agreement, as applicable. B. DESCRIPTION OF TRANSFER MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor 1. Categories of data subjects whose personal data is transferred End Users of digital properties such as websites and mobile applications. 2. Categories of personal data transferred - Cookie ID of the exporter; - Mobile Advertising IDs; - Technical information related to the end user´s devices, such as referrer URL, timestamp, anonymized IP address; and - Segment Information: interest data, intent data, sociodemographic data associated with a Cookie ID or Mobile Advertising ID. 3. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Transfer is on continuous basis subject to users privacy choices. 4. Nature of the processing Collection, tracking, analysis, storage, deletion for the purposes outlined below 5. Purpose(s) of the data transfer and further processing The transfer is made for the following purposes - Where the importer is a partner of the exporter which bids on advertising inventory offered by the exporter: To provide the importer with the information necessary to decide whether or not to bid for an advertising impression on a digital property, including the information to determine the correct bidding price for such advertising impression and forecast whether an end user would be interested in a particular online advertisement; - Where the importer is a partner of the exporter which engages in cookie matching with the exporter: To facilitate the matching of IDs between the exporter and the importer; - Where the importer is a partner of the exporter which buys, sells or distributes online advertisements: To allow the importer to target and tailor online advertisements to the interests and browsing behavior of the end users; - Where the importer is a partner of the exporter which buys, sells or distributes online advertisements: To allow the importer to use audience segments of the exporter, or combine audience segments with other data and segment information not originating from the exporter; - Where the importer is a subscriber of the Master Reporting Service offered by the exporter: To provide master reporting services to the importer as described in the applicable agreement on the provision of master reporting services; and - To allow the importer to analyze traffic information for the purpose of fraud detection and fraud prevention. 6. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period 60 days after the last interaction with the Adform cookie and in aggregated form 13 months 7. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing N/A C. COMPETENT SUPERVISORY AUTHORITY MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor Identify the competent supervisory authority/ies in accordance with Clause 13. For Adform A/S: Danish Data Protection Agency Borgergade 28,5 1300 Copenhagen K ANNEX II TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA MODULE ONE: Transfer controller to controller MODULE TWO: Transfer controller to processor Each Party is responsible to ensure it has implemented appropriate technical and organisational measures that 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. Each party may enquire the other party to make available in more detail the technical and organisational measures it has implemented. Those measures shall consist of more of the following: Measures of pseudonymisation and encryption of personal data Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing Measures for user identification and authorisation Measures for the protection of data during transmission Measures for the protection of data during storage Measures for ensuring physical security of locations at which personal data are processed Measures for ensuring events logging Measures for ensuring system configuration, including default configuration Measures for internal IT and IT security governance and management Measures for certification/assurance of processes and products Measures for ensuring data minimisation Measures for ensuring data quality Measures for ensuring limited data retention Measures for ensuring accountability Measures for allowing data portability and ensuring erasure] 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 [1] Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 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 included in Decision 2021/915. [2] As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies. Version 1.0. Last updated (New SCCs): 30 September 2021