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Data Processing Addendum
This Data Processing Addendum (Addendum) forms part of the TrafficGuard Terms of Service (available at
https://trafficguard.ai/terms) (or where applicable Pricing Plan Agreement) (Service Agreement) between: (i)
TrafficGuard Pty Ltd, Suite 10, 16 Brodie Hall Drive, Technology Park, WA 6102 Bentley, Australia
(TrafficGuard) and (ii) and the Customer who agreed to and is party to the Service Agreement (Customer).
The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not
otherwise defined herein shall have the meaning given to them in the Service Agreement. Except as modified
below, the terms of the Service Agreement shall remain in full force and effect.
In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and
conditions set out below shall be added as an Addendum to the Service Agreement. Except where the
context requires otherwise, references in this Addendum to the Service Agreement are to the Service
Agreement as amended by, and including, this Addendum.
1. Definitions
1.1. In this Addendum, the following terms shall have the meanings set out below and cognate
terms shall be construed accordingly:
1.1.1. CCPA means the California Consumer Privacy Act, Cal. Civ. Code 1798.100 et seq.,
including any amendments and any implementing regulations thereto that become
effective on or after the effective date of this Addendum;
1.1.2. Customer Personal Data means any Personal Data Processed by TrafficGuard (or a
Subprocessor) on behalf of Customer pursuant to or in connection with the Service
Agreement;
1.1.3. EEA means the European Economic Area;
1.1.4. EU means the European Union;
1.1.5. Data Protection Laws means all laws and regulations, including laws and
regulations of the European Union, the European Economic Area and their member
states, including the GDPR (as defined below) and laws implementing or
supplementing the GDPR as well as the laws of the United Kingdom including the
Data Protection Act (2018);
1.1.6. GDPR means the EU General Data Protection Regulation 2016/679 and the
implementation of the EU General Data Protection Regulation 2016/67 by the United
Kingdom under the Data Protection Act 2018. References to Articles or provisions to
the GDPR in this Addendum apply mutatis mutandis to their implementation in the
United Kingdom;
TrafficGuard - Private and confidential Page 1 of 27
1.1.7. Services means the services and other activities to be supplied to or carried out by
or on behalf of TrafficGuard for Customer pursuant to the Service Agreement;
1.1.8. Standard Contractual Clauses means the contractual clauses set out in Schedule 1
and under section 10;
1.1.9. Subprocessor means any person appointed by or on behalf of TrafficGuard to
Process Personal Data on behalf of Customer in connection with the Service
Agreement; and
1.1.10. TrafficGuard Affiliate means an entity that owns or controls, is owned or controlled
by or is or under common control or ownership with TrafficGuard, where control is
defined as the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, whether through ownership of
voting securities, by contract or otherwise.
1.1.11. UK means United Kingdom.
1.2. The terms, Commission, Controller, Data Protection Officer, Data Subject, Member State,
Personal Data, Personal Data Breach, Processing, Representative and Supervisory
Authority shall have the same meaning as in the GDPR, and their related terms shall be
construed accordingly.
1.3. The word include shall be construed to mean include without limitation, and related terms
shall be construed accordingly.
1.4. Privacy Policy means the policy available at https://dash.trafficguard.ai/terms/privacy-policy
2. Processing of Personal Data
2.1. TrafficGuard
2.1.1. will Process Customer Personal Data in accordance with those Data Protection
Laws, including GDPR requirements where relevant, directly applicable to
TrafficGuard’s provision of the Services; and
2.1.2. shall only Process Customer Personal Data on behalf of and in accordance with
Customer‘s documented instructions.
2.2. Customer
2.2.1. represents, warrants and covenants that it has provided all necessary notice (if any)
to its users that it shares Personal information (as defined in the CCPA) with Service
Providers (as defined in the CCPA) for the purpose of providing services to users;
2.2.2. agrees that TrafficGuard is a “Service Provider,” as that term is defined in Section
1798.140(v) of the CCPA;
2.2.3. agrees that it is necessary for TrafficGuard to maintain Personal Information in order
to detect security incidents, or protect against malicious, deceptive, fraudulent, or
illegal activity pursuant to Section 1798.105(d)(2) of the CCPA;
2.2.4. shall, in its use or receipt of the Services, Process Customer Personal Data in
accordance with the requirements of Data Protection Laws and Customer will
ensure that its instructions for the Processing of Customer Personal Data shall
comply with Data Protection Laws. Customer shall have sole responsibility for the
accuracy, quality, and legality of Customer Personal Data and the means by which
Customer acquired such Personal Data; and
2.2.5. instructs TrafficGuard to
2.2.5.1. Process Customer Personal Data; and in particular, transfer Customer
Personal Data to any country or territory, in both cases as reasonably
necessary for the provision of the Services and consistent with the Service
Agreement.
2.2.6. Schedule 1 to this Addendum (and where relevant Schedule 2)sets out certain
information regarding the Processing of the Customer Personal Data as required by
Article 28(3) of the GDPR. Upon prior written notice, Customer may request
reasonable amendments to Schedule 1 as Customer reasonably considers
necessary to meet those requirements.
3. Personnel, Quality assurance and other duties of TrafficGuard
3.1. TrafficGuard shall ensure that its personnel engaged in the Processing of Customer Personal
Data are informed of the confidential nature of the Personal Data, have received appropriate
training on their responsibilities and are subject to obligations of confidentiality and such
obligations survive the termination of that person's’ engagement with TrafficGuard.
3.2. TrafficGuard shall take commercially reasonable steps to ensure the reliability of any
TrafficGuard personnel engaged in the Processing of Customer Personal Data.
3.3. TrafficGuard shall ensure that access to Personal Data is limited to those personnel who
require such access to perform the Service Agreement.
3.4. TrafficGuard has appointed a Data Protection Officer. The individual appointed may be
reached at the contact details specified in the Privacy Policy.
3.5. As TrafficGuard is established outside the EU/EEA, it has designated a Representative within
the European Union pursuant to Article 27(1) of the GDPR. For the same purpose Traffic
Guard has designated a Representative within the UK. The contact details of the
Representative are specified in the Privacy Policy.
4. Security
4.1. Taking into account the state of the art, the costs of implementation and the nature, scope,
context and purposes of Processing as well as the risk of varying likelihood and severity for
the rights and freedoms of natural persons, Customer and TrafficGuard shall implement
appropriate technical and organizational measures to ensure a level of security appropriate
to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2. TrafficGuard will maintain appropriate technical and organizational measures for protection
of the security, confidentiality and integrity of Customer Personal Data that meet the
requirements for a Data Processor under the GDPR, as set forth in Schedule 1 to this
Addendum. TrafficGuard regularly monitors compliance with these safeguards. TrafficGuard
will not materially decrease the overall security of the Services during the term of
TrafficGuard’s provision of such Services pursuant to the Service Agreement.
5. Subprocessors
5.1. Customer acknowledges and agrees that (a) TrafficGuard Affiliates may be retained as
Subprocessors; and (b) TrafficGuard may engage third-party Subprocessors in connection
with the provision of the Services. Any such Subprocessors will be permitted to obtain
Customer Personal Data only for the purposes of providing the Services. TrafficGuard has
retained them to provide, and they are prohibited from using Customer Personal Data for any
other purpose.
5.2. TrafficGuard shall be liable for the acts and omissions of its Subprocessors to the same
extent TrafficGuard would be liable if performing the Services of each Subprocessor directly
under the terms of this Addendum, except as otherwise set forth in the Service Agreement.
5.3. TrafficGuard has entered into a written agreement with each Subprocessor containing data
protection obligations that are at least as protective as the terms set forth in this Addendum
with respect to the protection of Customer Personal Data and meet the requirements of
Article 28(3) of the GDPR or equivalent provisions of any other Data Protection Law, to the
extent applicable to the nature of the Services provided by such Subprocessor.
5.4. Customer authorises TrafficGuard to appoint Subprocessors in accordance with this section
5. The list of Subprocessors currently used by TrafficGuard in connection with its provision
of the Services is set forth in Appendix 1, as well as those listed on TrafficGuard’s website.
5.5. TrafficGuard shall give notice to Customer via TrafficGuard’s website of the appointment of
any new Subprocessor, including full details of the Processing to be undertaken by the
Subprocessor (Customer is responsible for regularly checking and reviewing TrafficGuard’s
website for any such changes). If, within 30 business days of receipt of that notice,
Customer notifies TrafficGuard in writing of any objections (on reasonable grounds) to the
proposed appointment, TrafficGuard will take commercially reasonable steps to address the
objections raised by Customer and provide Customer with reasonable written explanation of
the steps taken to address such objection.
5.6. In the event that the Subprocessor provides the agreed service outside the EU/EEA, or to the
extent relevant the UK, TrafficGuard shall ensure compliance with the Data Protection Laws,
in particular the requirements of Articles 44 et seq. GDPR.
6. Rights of Data Subject
6.1. Taking into account the nature of the Processing, TrafficGuard shall assist Customer by
implementing appropriate technical and organizational measures, insofar as this is possible,
for the fulfilment of the Customer’s obligation to respond to requests to exercise Data
Subject rights under the Data Protection Laws, in particular under Chapter III of the GDPR
(“Data Subject Request”).
6.2. TrafficGuard shall, to the extent legally permitted, promptly notify Customer if it receives a
Data Subject Request in respect of Customer Personal Data. TrafficGuard shall not respond
to any such request except on the documented instructions of Customer.
6.3. Furthermore, to the extent Customer, in its use of the Services, does not have the ability to
address a Data Subject Request, TrafficGuard shall upon Customer’s request provide
commercially reasonable efforts to assist Customer in responding to a Data Subject
Request, to the extent TrafficGuard is legally permitted to do so and provided that such Data
Subject Request is required under the Data Protection Laws.
6.4. Any costs arising from the provision of assistance under this section 6 shall be the
responsibility of Customer, to the extent legally permitted.
7. Personal Data Breach and Data Protection Impact Assessment
7.1. TrafficGuard shall notify Customer without undue delay should TrafficGuard become aware
of a Personal Data Breach affecting Customer Personal Data, and shall provide Customer
with sufficient information to allow Customer to meet any obligations to report or inform
Data Subjects of the Personal Data Breach under the Data Protection Laws. TrafficGuard
shall cooperate with Customer and take such reasonable commercial steps as are directed
by Customer to assist in the investigation, mitigation and remediation of each such Personal
Data Breach.
7.2. TrafficGuard shall provide Customer with reasonable assistance as needed to fulfil
Customer’s obligation to carry out a data protection impact assessment under Article 35 or
36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case
solely in relation to Processing of Customer Personal Data by, and taking into account the
nature of the Processing and information available to TrafficGuard.
7.3. Any costs arising from the provision of assistance under this section 7 shall be the
responsibility of Customer, to the extent legally permitted.
8. Deletion or return of Customer Personal Data
At Customer’s request, except for that Personal Data with respect to which TrafficGuard acts as a
Data Controller, TrafficGuard shall delete or return all Customer Personal Data to Customer after the
end of the provision of Services relating to Processing, and delete existing copies, in accordance
with the policies set out in the Privacy Policy, unless applicable Data Protection Law requires storage
of the Personal Data.
9. Audit rights
9.1. Subject to sections 9.2 to 9.3, TrafficGuard shall make available to Customer on request all
information necessary to demonstrate compliance with this Addendum, and shall allow for
and contribute to audits, including inspections, by Customer or an auditor mandated by
Customer in relation to the Processing of the Customer Personal Data by TrafficGuard.
9.2. Information and audit rights of Customer only arise under section 9.1 to the extent that the
Service Agreement does not otherwise give the Customer information and audit rights
meeting the relevant requirements of Data Protection Laws (including, where applicable,
point (h) of Article 28(3) GDPR).
9.3. Customer shall give TrafficGuard reasonable notice of any audit or inspection to be
conducted under section 9.1 and shall take (and ensure that each of its mandated auditors
takes) reasonable measures to avoid causing (or, if it cannot avoid, to minimise) any
damage, injury or disruption to TrafficGuard's premises, equipment, personnel and business
while its personnel are on those premises in the course of such an audit or inspection.
TrafficGuard need not give access to its premises for the purposes of such an audit or
inspection:
9.3.1. to any individual unless he or she produces reasonable evidence of identity and
authority;
9.3.2. outside normal business hours at those premises, unless the audit or inspection
needs to be conducted on an emergency basis and Customer has given notice to
TrafficGuard that this is the case before attendance outside those hours begins; or
9.3.3. for the purposes of more than one audit or inspection in any calendar year, except
for any additional audits or inspections where Customer is required or requested to
carry out such under Data Protection Laws or by a Supervisory Authority or any
similar regulatory authority responsible for the enforcement of Data Protection Laws
in any country or territory, and where Customer has identified the relevant
requirement or request in its notice to TrafficGuard of the audit or inspection.
10. Standard Contractual Clauses
10.1. The Standard Contractual Clauses in Schedule 1 shall apply to Customer Personal Data that
is transferred from the EU/EEA or from the UK to a location outside the EU/EEA or the UK
respectively, either directly or via onward transfer, to any country or recipient: (i) not
recognized by the European Commission as providing an adequate level of protection for
personal data (as described pursuant to applicable Data Protection Laws), and (ii) not
covered by a suitable framework recognized by the relevant authorities or courts as
providing an adequate level of protection for Personal Data, including but not limited to
Binding Corporate Rules for Processors.
10.2. For the purpose of the Standard Contractual Clauses, the Customer shall be deemed to be
the “data exporter” and TrafficGuard the “data importer”.
10.3. Where the transfer is made from the UK and conditions (i), (ii) and (iii) of clause 10.1 applies,
the Standard Contractual Clauses shall be applied by means of the UK International Data
Transfer Addendum set out in Schedule 2 hereto, being the template Addendum B.1.0 issued
by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act
2018 on 2 February 2022, and as it may be revised under Section 18 of thereof.
11. General Terms
11.1. Without prejudice to the provisions of the Standard Contractual Clauses:
11.1.1. the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in
the Service Agreement with respect to any disputes or claims howsoever arising
under this Addendum, including disputes regarding its existence, validity or
termination or the consequences of its nullity; and
11.1.2. this Addendum and all non-contractual or other obligations arising out of or in
connection with it are governed by the laws of the country or territory stipulated for
this purpose in the Service Agreement.
11.2. Nothing in this Addendum reduces TrafficGuard's obligations under the Service Agreement in
relation to the protection of Customer Personal Data or permits TrafficGuard to Process (or
permit the Processing of) Customer Personal Data in a manner which is prohibited by the
Service Agreement. In the event of any conflict or inconsistency between this Addendum
and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
11.3. Subject to section 11.2, with regard to the subject matter of this Addendum, in the event of
inconsistency between the provisions of this Addendum and any other agreements between
the parties, including the Service Agreement and including (except where explicitly agreed
otherwise in writing, signed on behalf of the parties) agreements entered into or purported to
be entered into after the date of this Addendum, the provisions of this Addendum shall
prevail.
11.4. Customer may by at least 30 (thirty) calendar days' written notice to TrafficGuard
11.4.1. make any variations to the Standard Contractual Clauses which are required, as a
result of any change in, or decision of a competent authority under Data Protection
Laws, to allow transfers of Personal Data to be made (or continue to be made)
without breach of Data Protection Laws; and
11.4.2. propose any variations to this Addendum which Customer reasonably considers to
be necessary to address the requirements of any Data Protection Law.
If Customer gives notice under this section 11.4, the parties shall promptly discuss the
proposed variations and negotiate in good faith with a view to agreeing upon and
implementing those or alternative variations designed to address the requirements identified
in Customer's notice as soon as is reasonably practicable.
11.5. Should any provision of this Addendum be invalid or unenforceable, then the remainder of
this Addendum shall remain valid and in force. The invalid or unenforceable provision shall
be either (i) amended as necessary to ensure its validity and enforceability, while preserving
the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a
manner as if the invalid or unenforceable part had never been contained therein.
SCHEDULE 1
STANDARD CONTRACTUAL CLAUSES
MODULE 2: CONTROLLER-TO-PROCESSOR
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.
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.
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 - Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 - Clause 9(a), (c), (d) and (e);
(iv) Clause 12 - Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 - 18(a) and (b);
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall
have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU)
2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided
for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the
Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the
purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7 - Optional
[Omitted]
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.
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data
exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those
instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out
in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by
the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets
or other confidential information, including the measures described in Annex II and personal data, the data
exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall
provide a meaningful summary where the data subject would otherwise not be able to understand the its
content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for
the redactions, to the extent possible without revealing the redacted information. This Clause is without
prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become
outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall
cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of
the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all
personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or
return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data
is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of
local laws applicable to the data importer that prohibit return or deletion of the personal data, the data
importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the
extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the
requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of
the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the
requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate
technical and organisational measures to ensure the security of the data, including protection
against a breach of security leading to accidental or unlawful destruction, loss, alteration,
unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing
the appropriate level of security, the Parties shall take due account of the state of the art, the costs
of implementation, the nature, scope, context and purpose(s) of processing and the risks involved
in the processing for the data subjects. The Parties shall in particular consider having recourse to
encryption or pseudonymisation, including during transmission, where the purpose of processing
can be fulfilled in that manner. In case of pseudonymisation, the additional information for
attributing the personal data to a specific data subject shall, where possible, remain under the
exclusive control of the data exporter. In complying with its obligations under this paragraph, the
data importer shall at least implement the technical and organisational measures specified in
Annex II. The data importer shall carry out regular checks to ensure that these measures continue
to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the
extent strictly necessary for the implementation, management and monitoring of the contract. It
shall ensure that persons authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer
under these Clauses, the data importer shall take appropriate measures to address the breach,
including measures to mitigate its adverse effects. The data importer shall also notify the data
exporter without undue delay after having become aware of the breach. Such notification shall
contain the details of a contact point where more information can be obtained, a description of the
nature of the breach (including, where possible, categories and approximate number of data
subjects and personal data records concerned), its likely consequences and the measures taken or
proposed to address the breach including, where appropriate, measures to mitigate its possible
adverse effects. Where, and in so far as, it is not possible to provide all information at the same
time, the initial notification shall contain the information then available and further information
shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to
comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent
supervisory authority and the affected data subjects, taking into account the nature of processing
and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or
philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data
relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the
specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the
data exporter. In addition, the data may only be disclosed to a third party located outside the European
Union2 (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.
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.
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
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 fifteen (15) calendar days in advance, thereby
giving the data exporter sufficient time to be able to object to such changes prior to the
engagement of the sub-processor(s). The data importer shall provide the data exporter with the
information necessary to enable the data exporter to exercise its right to object.
(a) Where the data importer engages a sub-processor to carry out specific processing activities (on
behalf of the data exporter), it shall do so by way of a written contract that provides for, in
substance, the same data protection obligations as those binding the data importer under these
Clauses, including in terms of third-party beneficiary rights for data subjects.3 The Parties agree
that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The
data importer shall ensure that the sub-processor complies with the obligations to which the data
importer is subject pursuant to these Clauses.
(b) 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.
(c) 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.
(d) 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.
3
This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate
Module, in accordance with Clause 7.
Clause 10
Data subject rights
(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) In case of a dispute between a data subject and one of the Parties as regards compliance with
these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion.
The Parties shall keep each other informed about such disputes and, where appropriate, cooperate
in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data
importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual
residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation
or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member
State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her
substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(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
(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with
responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as
regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial
scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has
appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory
authority of the Member State in which the representative within the meaning of Article 27(1) of
Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent
supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial
scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without
however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:]
The supervisory authority of one of the Member States in which the data subjects whose personal
data is transferred under these Clauses in relation to the offering of goods or services to them, or
whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent
supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent
supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In
particular, the data importer agrees to respond to enquiries, submit to audits and comply with the
measures adopted by the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the necessary actions have
been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(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
safeguards4;
(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
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:
4
As regards the impact of such laws and practices on compliance with these Clauses, different elements may be
considered as part of an overall assessment. Such elements may include relevant and documented practical
experience with prior instances of requests for disclosure from public authorities, or the absence of such requests,
covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation,
drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided
that this information can be lawfully shared with third parties. Where this practical experience is relied upon to
conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by
other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry
sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the
Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly
available or otherwise accessible, reliable information on the existence or absence of requests within the same
sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
(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 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) 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
OPTION 1: 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 Croatia.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(f) The Parties agree that those shall be the courts of _____ (specify Member State).
(g) 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.
(h) The Parties agree to submit themselves to the jurisdiction of such courts.
Appendix 1
EXPLANATORY NOTE:
It must be possible to clearly distinguish the information applicable to each transfer or category of transfers
and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data
importer(s). This does not necessarily require completing and signing separate appendices for each
transfer/category of transfers and/or contractual relationship, where this transparency can achieved through
one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.
ANNEX I
A. List of Parties
Data exporter(s): [Identity and contact details of the data exporter(s), and, where applicable, of its/their data
protection officer and/or representative in the European Union]
Name and Address: the Customer, as set forth in the Service Agreement.
Contact person’s name, position and contact details: see contact details for data exporter’s representative,
as set forth in the Service Agreement.
Activities relevant to the data transferred under these Clauses: the Services as set forth in the Service
Agreement.
Signature and date: signed and dated as of the date of the Service Agreement.
Role (controller/processor): controller
Data Importer(s): [Identity and contact details of the data importer(s), including any contact person with
responsibility for data protection]
Name and address: TrafficGuard Pty Ltd. 10/16 Brodie Hall Drive, Bentley, WA 6102 Australia
Contact person’s name, position and contact details: see contact details for data importer’s representative,
as set forth in the Service Agreement.
Activities relevant to the data transferred under these Clauses: the Services as set forth in the Service
Agreement.
Signature and date: signed and dated as of the date of the Service Agreement.
Role (controller/processor): processor as described in the Standard Contractual Clauses
B. Description of Transfer
This Appendix forms part of the Data Processing Addendum or Standard Contractual Clauses and must be
completed and signed by the parties.
Categories of data subjects:
End-User’s of the Customer
Categories of Personal Data transferred:
(a) Non-sensitive:
● “Technical Information”: this refers to technical information related to an End-User’s mobile device or
computer, such as: browser type, device type and model, CPU, system language, memory, OS version,
Wi-Fi status, time stamp and zone, device motion parameters and carrier.
● “Technical Identifiers”: this refers to various unique identifiers that generally only identify a
computer, device, browser or Application. For example, IP address (which may also provide general
location information), User agent, IDFA (identifier for advertisers), Android ID (in Android devices);
Google Advertiser ID, Customer issued user ID, browser “cookies” other similar unique identifiers.
● “Engagement Information”: this refers to information relating to the Customer’s ad campaigns and
End-User actions, such as: clicks on Customer ads, ad impressions viewed, audiences or segments
to which an ad campaign is attributed, the type of ads and the webpage or Application from which
such ads were displayed, the webpages on Customer’s website visited by an End-User, the URL from
the referring website, downloads and installations of Applications, and other interactions, events and
actions Customers choose to measure and analyse within their Application or website (e.g. add to
cart, in-app purchases made, clicks, engagement time etc.).
(b) Sensitive: n/a
The frequency of the transfer:
Continuous
Nature of the processing:
TrafficGuard’s Services: May include, without limitation, digital ad measurement, verification, fraud detection
and prevention services intended to intercept invalid traffic at multiple stages of the digital advertising
journey including, impression, click and conversion event.
● TrafficGuard processes personal (and non-personal) information about End-User engagement with a
platform or service the Customer has integrated with our Service. This involves, among other things:
(a) the tracking of behaviour of End-Users across a number of the Customer’s campaign variables to
identify potentially fraudulent traffic (Legitimate interest and compliance with a legal obligation); (b)
the tracking of an End-User’s journey from the first click or ad impression viewed, through to the
achievement of the Customer’s goal such as a purchase or install (conversion), in order to ensure
determine accurate attribution measurement and identify potentially fraudulent traffic (Legitimate
interest and compliance with a legal obligation); (c) produce anonymised data and aggregated data
(Legitimate interest); and (d) improve and maintain our services, the Websites and the Service
(Consent). By way of example, such data may be used to support the diagnosis of server problems,
to identify and create new service offerings and features and to improve our service offerings.
Purpose(s) of the data transfer and further processing:
To provide the Services described in the Service Agreement.
The period for which the personal data will be retained:
For the length of the Service Agreement until terminated or once processing by TrafficGuard of any End-User
data is no longer required for the performance of its relevant obligations under the Service Agreement.
Transfers to (sub-) processors:
A current list of Subprocessors can be found at https://dash.trafficguard.ai/terms/subprocessors
ANNEX II
Technical and organisational measures including technical
and organisational measures to ensure the security of the
data
The technical and organizational measures are available at
https://dash.trafficguard.ai/terms/general-security-measures
ANNEX III
List of sub-processors
TrafficGuard’s Sub-processors can be found at https://dash.trafficguard.ai/terms/subprocessors
SCHEDULE 2
Standard Data Protection Clauses issued by the UK Information
Commissioner under S119A(1) Data Protection Act 2018
International Data Transfer Addendum to the EU Commission
Standard Contractual Clauses
VERSION B1.0, in force 21 March 2022
This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers.
The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers
when it is entered into as a legally binding contract.
Part 1: Tables
Table 1: Parties
Start date
xporter (who sends the Restricted
E I mporter (who receives the Restricted
The Parties
Transfer) Transfer)
Parties’ details ull legal name: the Customer, as set
F Full legal name: TrafficGuard Pty Ltd
forth in the Service Agreement
Trading name (if different):
rading name (if different): as set
T
ain address (if a company registered
M
forth in the Service Agreement, if any.
address): 10/16 Brodie Hall Drive,
ain address (if a company registered
M Bentley, WA 6102 Australia
address): as set forth in the Service
fficial registration number (if any)
O
Agreement
(company number or similar identifier):
fficial registration number (if any)
O 126 813 214
(company number or similar
identifier): as set forth in the Service
Agreement
Key Contact As set forth in the Service Agreement As set forth in the Service Agreement
ignature (if required
S As set forth in the Service Agreement As set forth in the Service Agreement
for the purposes of
Section 2)
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCs ☒ The Approved EU SCCs, including the Appendix Information and with only the
following modules, clauses or optional provisions of the Approved EU SCCs
brought into effect for the purposes of this Addendum:
Module odule in
M lause 7
C lause 11
C lause 9a
C Clause 9a Is personal data
operation (Docking (Option) (Prior (Time received from the
Clause) Authorisatio period) Importer combined
n or General with personal data
Authorisatio collected by the
n) Exporter?
1
2 √ Omitted Not Used General 15 Days
3
4
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out
in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: as set forth in the DPA, Appendix 1
Annex 1B: Description of Transfer: as set forth in the DPA, Appendix 1
nnex II: Technical and organisational measures including technical and organisational measures
A
to ensure the security of the data: as set forth in the DPA, Appendix 1
Annex III: List of Sub processors (Modules 2 and 3 only): as set forth in the DPA, Appendix 1
Table 4: Ending this Addendum when the Approved Addendum Changes
nding this
E Which Parties may end this Addendum as set out in Section 19:
Addendum when
☒ Importer
the Approved
Addendum ☐ Exporter
changes ☐ neither Party
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 for 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, for the
purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that
makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in
this Addendum. Entering into this Addendum will have the same effect 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 defined in the Approved EU SCCs those terms shall have the
same meaning as in the Approved EU SCCs. In addition, the following terms have the following
meanings:
Addendum his International Data Transfer Addendum which is made up of this
T
Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs he version(s) of the Approved EU SCCs which this Addendum is appended
T
to, as set out in Table 2, including the Appendix Information.
Appendix Information As set out in Table 3.
Appropriate Safeguards he standard of protection over the personal data and of data subjects’
T
rights, which is required by UK Data Protection Laws when you are making
a Restricted Transfer relying on standard data protection clauses under
Article 46(2)(d) UK GDPR.
Approved Addendum he template Addendum issued by the ICO and laid before Parliament in
T
accordance with s119A of the Data Protection Act 2018 on 2 February
2022, as it is revised under Section 18.
Approved EU SCCs he Standard Contractual Clauses set out in the Annex of Commission
T
Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO The Information Commissioner.
Restricted Transfer A transfer which is covered by Chapter V of the UK GDPR.
UK The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws ll laws relating to data protection, the processing of personal data, privacy
A
and/or electronic communications in force from time to time in the UK,
including the UK GDPR and the Data Protection Act 2018.
UK GDPR As defined 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 fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5. If the provisions included in the Addendum EU SCCs amend the Approved 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 conflict 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 references to legislation (or specific provisions of legislation) means that legislation (or specific
provision) as it may change over time. This includes where that legislation (or specific provision) has
been consolidated, re-enacted and/or replaced after 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, for Restricted Transfers, the hierarchy in Section
10 will prevail.
10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU
SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in
so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for
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
transfers 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:
a. together they operate for data transfers made by the data exporter to the data importer, to the
extent that UK Data Protection Laws apply to the data exporter’s processing when making that
data transfer, and they provide Appropriate Safeguards for those data transfers;
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 from 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 following amendments to the Addendum EU SCCs (for the purpose of Section
12) are made:
a. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
b. In Clause 2, delete the words:
“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”;
c. Clause 6 (Description of the transfer(s)) is replaced with:
“The details of the transfers(s) and in particular the categories of personal data that are
transferred and the purpose(s) for which they are transferred) are those specified in Annex
I.B where UK Data Protection Laws apply to the data exporter’s processing when making that
transfer.”;
d. Clause 8.7(i) of Module 1 is replaced with:
“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK
GDPR that covers the onward transfer”;
e. Clause 8.8(i) of Modules 2 and 3 is replaced with:
“the onward transfer is to a country benefitting from adequacy regulations pursuant to
Section 17A of the UK GDPR that covers the onward transfer;”
f. References 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 free movement of such data (General Data Protection
Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to
specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section
of UK Data Protection Laws;
g. References to Regulation (EU) 2018/1725 are removed;
h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or
Member State” are all replaced with the “UK”;
i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause
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
“Information 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 transfer 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 from 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 before the courts of any country in the UK. The Parties agree to submit
themselves to the jurisdiction of such courts.”; and
o. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 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 refer to the laws
and/or courts of Scotland or Northern Ireland.
17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved
Addendum, they may do so by agreeing to the change in writing, provided that the change does not
reduce the Appropriate Safeguards.
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. reflects changes to UK Data Protection Laws;
The revised Approved Addendum will specify the start date from which the changes to the Approved
Addendum are effective and whether the Parties need to review this Addendum including the Appendix
Information. This Addendum is automatically amended as set out in the revised Approved Addendum
from the start date specified.
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 performing its obligations under the Addendum; and/or
b its risk under the Addendum,
and in either case it has first 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 reasonable
notice period, by providing written notice for that period to the other Party before 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.
Alternative Part 2 Mandatory Clauses:
Mandatory Clauses art 2: Mandatory Clauses of the Approved Addendum, being the template
P
Addendum B.1.0 issued by the ICO and laid before Parliament in accordance
with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised
under Section 18 of those Mandatory Clauses.