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DocuSign Envelope ID: 8BD913D9-BD0A-452F-9BC5-A8FFC138FD71
WEBTRENDS
DATA PROTECTION ADDENDUM
This Data Protection Addendum (“Addendum”) is entered into by and between Webtrends, Inc., by and on behalf
of itself and its subsidiaries (collectively, “Webtrends”) and Client. This Addendum, effective as of the date of the
last signature below, sets out the parties' agreement with respect to Webtrends’ Processing of Personal Data
subject to Applicable Data Protection Law, on and after this Addendum has been properly executed in accordance
with the terms set forth herein. This Addendum, together with the existing Terms of Subscription Service, as may
be updated from time to time (collectively, “Agreement”), reflects the parties’ entire agreement related to
Processing of Personal Data and supersedes any previous Data Protection Addendum between the parties.
Executing this Addendum
This Addendum has been signed by Webtrends. To make this Addendum effective and binding, Client must insert
the relevant information on Pages 5 and 25, sign, and then scan and email the completed/signed Addendum to
legal@webtrends.com. Upon Webtrends’ receipt of a validly completed and signed Addendum, the Addendum
will become legally binding on the parties.
1. DEFINITIONS AND INTERPRETATIONS
1.1. Definitions – Capitalized terms not defined in this Addendum will have the meaning as defined in the
Agreement.
a) “Adequate Country” means a country which is deemed adequate by the European Commission (e.g.,
under Article 45 of the GDPR).
b) “Applicable Data Protection Law” means, with respect to a party, all privacy, data protection, data
transfer, information security-related and other laws and regulations applicable to such party, in respect
to the Processing of Personal Data, including without limitation the GDPR and CCPA (both as defined
below).
c) “Agreement” means the terms of subscription service incorporated in a Quote, or the master subscription
agreement between Webtrends and Client.
d) “CCPA” means the California Consumer Privacy Act, California Civil Code Section 1798.100, et seq., and its
implementing regulations.
e) “Data Controller” means the party that determines the purposes and means of the Processing of Personal
Data, including as applicable a “business” as that term is defined under the CCPA.
f) “Data Processor” means the party that Processes Personal Data on behalf of, or under the instruction of,
the Data Controller, including as applicable a “service provider” as that term is defined by the CCPA.
g) “Data Protection Authority” means the competent body in the relevant jurisdiction charged with
enforcement of Applicable Data Protection Law.
h) “Data Subject” means the identified or identifiable person who is the subject of Personal Data, including
as applicable a “consumer” as that term is defined by the CCPA and, with regard to the FADP (as defined
below), legal entities (until the entry into force of the revised FADP).
i) “EEA” means the European Economic Area and will be deemed to include Switzerland.
j) “GDPR” means the General Data Protection Regulation, (EU) 2016/679, and—as used in this Addendum—
includes the UK-GDPR (with regard to the United Kingdom), and the Federal Act on Data Protection or
"FADP" (with regard to Switzerland).
k) References to “instructions” or “written instructions” and related terms mean Data Controller’s written
instructions for Processing of Personal Data (as that term is defined in the Agreement), which consist of
(1) the terms of the Agreement and this Addendum, and (2) Processing enabled by Data Controller through
the Solutions.
l) “Model Clauses” means the Standard Contractual Clauses for Controller-to-Processor transfers,
applicable to Personal Data from the EEA and Switzerland, as approved by the European Commission
under Decision (EU) 2021/914, in the form provided by Webtrends and attached hereto as Annex D and
executed by the parties. To the extent necessary for compliance with transfers from Switzerland, the
parties agree that the Model Clauses are amended to provide for supervision by the Swiss Federal Data
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Protection and Information Commissioner ("FDPIC"), and the term "member state" will not be
interpreted in such a way as to exclude Swiss data subjects from the possibility of enforcing their rights
in Switzerland.
m) “Processing” means:
i) Any operation or set of operations which is performed upon Client Data (as defined in the Agreement)
by the Solutions, as further described in Annex A; and
ii) Any access, collection, use, or disclosure of Personal Data by Webtrends when it is providing
Professional Services. For the avoidance of doubt, Webtrends "Processes" Client Data and Personal
Data when it is engaged in Processing activities.
n) “Personal Data” means any information included in the Client Data or processed by Data Processor in
connection with the provision of Professional Services, in each case to the extent it relates to an identified
or identifiable natural person or their household (collectively, "identifiable person"); an identifiable
person is one who can be identified, associated with, or reasonably linked, directly or indirectly, in
particular by reference to an identifier such as name, identification number, location data, address (IP,
email, or physical), an online identifier, or to one or more factors specific to their physical, physiological,
genetic, mental, economic, cultural, or social identity. Client acknowledges and agrees that in no event
will it allow Personal Data to include Prohibited Data.
o) “Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental
or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data in Data
Processor’s control.
p) “Solutions” means the specific online software-as-a-service products ordered by Client as identified on
the applicable Quote. The term “Solutions” includes the related Tagging Methods and Documentation
(but excludes Professional Services).
q) “Subprocessor” means any third-party processor engaged by Data Processor or its affiliates to assist in
fulfilling its processing obligations with respect to providing the Solutions or Professional Services
pursuant to the Agreement or this Addendum. Third Party Platforms will not be deemed Subprocessors.
r) “Third Party” means any natural or legal person, public authority, agency or any other body other than
the Data Subject, Data Controller, Data Processor, or Subprocessors, or other persons who, under the
direct authority of the Data Controller, Data Processor, or Subprocessors, are authorized to Process the
Personal Data.
1.2 Interpretation – In this Addendum, the words “including” and “in particular” and any similar words or
expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent
of any other words or expressions. Further, headings in this Addendum are for convenience only and do not
affect its interpretation.
2. PROCESSING
2.1. Client will act as the Data Controller and Webtrends will act as the Data Processor in connection with the
Solutions and Professional Services. Both the Data Controller and Data Processor will be subject to Applicable
Data Protection Law in the carrying out of their respective responsibilities as set forth in this Addendum. Data
Processor is generally unable, however, to determine where Data Subjects are located or whether Data
Controller is subject to particular laws; accordingly, Data Controller must notify Data Processor if the Personal
Data is subject to any Applicable Data Protection Law other than the CCPA or GDPR so the parties can take
steps to enter into additional contractual provisions (if any) necessary to comply with such Law.
2.2. Data Controller retains all ownership rights in Personal Data, including Client Data, as set forth in the
Agreement. Except as expressly authorized by Data Controller or as instructed by the Data Controller in writing,
Data Processor will not sell, rent, lease, combine, display, perform, modify, transfer, or disclose the Personal
Data. Notwithstanding the foregoing, Data Controller acknowledges that Data Processor will have a right to
use Personal Data for the purpose of providing the Solutions and Professional Services to Client and as
otherwise set forth in the Agreement.
2.3. Data Processor will act only in accordance with Data Controller's instructions regarding the Processing of
Personal Data which are more fully set forth in the Agreement. If Data Processor reasonably believes it cannot
follow an instruction issued by Data Controller due to the Agreement or Applicable Data Protection Law, Data
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Processor will promptly inform Data Controller and the parties will cooperate in good faith to resolve the
conflict. Data Processor will be excused from performance of the Solutions and Professional Services to the
extent of the conflict and until the conflict can be resolved.
2.4. Additional instructions require prior written agreement of the parties, including agreement on any additional
fees payable by Data Controller.
2.5. Data Processor will not disclose Personal Data to any Third Party other than in compliance with the Agreement,
in compliance with Data Controller’s instructions, or in compliance with an independent legal obligation
requiring disclosure. Data Processor will inform Data Controller in writing before making any such legally
required disclosure, to the extent prior notification is permitted by Applicable Data Protection Law.
2.6. For clarity, nothing in this Addendum prevents Data Processor from transmitting Personal Data as instructed
by Data Controller through the Solutions, including without limitation to Third Party Platforms. The parties
agree that such Third Party Platforms are not considered Subprocessors of Data Processor and Data Processor
will have no responsibility or liability associated with Data Controller’s election to use such Third Party
Platforms.
2.7. The parties acknowledge that Data Processor is deemed a “service provider” as defined under CCPA. Further,
Data Processor’s processing of any Personal Data is necessary for Data Processor to deliver the Solutions and
Professional Services and Data Controller will not receive any monetary or other valuable consideration from
Data Processor in exchange for Data Processor’s access to and processing of Personal Data in accordance with
the Agreement.
3. SUBPROCESSING
3.1. Data Processor’s obligations under this Addendum will apply to Data Processor’s employees, agents, and
Subprocessors who may have access to the Personal Data.
3.2. Data Controller agrees that Data Processor is authorized to use Subprocessors (including without limitation
cloud infrastructure providers) to Process the Personal Data, provided that Data Processor (i) ensures that any
Subprocessor is bound by data protection obligations substantially similar to this Addendum, including
restrictions on use and sale of any Personal Data and (ii) remains liable for their compliance with this
Addendum as if they were Data Processor. The Subprocessors currently engaged by Data Processor are listed
in Annex B.
3.3. Data Processor will (i) provide an up-to-date list of the Subprocessors that it has appointed upon written
request from Data Controller; and (ii) notify Data Controller (email is sufficient) if it adds or removes
Subprocessors at least ten (10) days before any such changes. Data Controller may object in writing to Data
Processor's appointment of a new Subprocessor within five (5) calendar days of such notice, provided that
such objection is based on reasonable grounds relating to data protection. In such event, the parties will
discuss such concerns in good faith with a view to achieving resolution.
4. SECURITY
4.1. Data Processor will implement and maintain appropriate technical and organizational security measures to
protect Personal Data from Security Incidents and to preserve the security and confidentiality of the Personal
Data, in accordance with Data Processor's security standards described in Annex C (“Solutions Security”).
4.2. Data Controller is responsible for reviewing the information made available by Data Processor relating to data
security and making an independent determination as to whether the Solutions Security meets Data
Controller's requirements and legal obligations under Applicable Data Protection Law. Data Controller
acknowledges that these measures are subject to technical progress and that Data Processor may update or
modify these measures from time to time provided that such updates and modifications do not result in a
material degradation of the overall security regarding Personal Data.
4.3. Data Processor will ensure that any person who is authorized by Data Controller to process Personal Data
(including its employees, agents, and Subprocessors) is under an appropriate contractual or statutory
obligation of confidentiality.
4.4. Upon becoming aware of a Security Incident, Data Processor will notify Data Controller without undue delay
and will provide timely information relating to the Security Incident as it becomes known or as is reasonably
requested by Data Controller. Data Processor will promptly take reasonable steps to mitigate and, where
possible, to remedy the effects of, any Security Incident; provided that the responsibility, costs, and expenses
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associated with mitigation and remediation will be the responsibility of Data Controller if the Security Incident
arises out of any actions or omissions of Data Controller or any of its employees, agents, or subcontractors.
5. ONWARD TRANSFER
On July 16, 2020, the Court of Justice of the European Union invalidated transfers of personal data from the EU to
the U.S. under the EU-U.S. Privacy Shield framework. On September 8, 2020, the FDPIC released a position
statement stating that the Swiss-U.S. Privacy Shield framework did not provide adequate protection. Before this
ruling, Webtrends certified its compliance with both the EU-U.S. and Swiss-U.S. Privacy Shield frameworks (the
“Frameworks”). Any Personal Data transferred to Webtrends in its capacity as a Data Processor under the
Frameworks will be maintained in accordance with the Privacy Shield Principles (as required by the Frameworks).
Beginning on July 17, 2020, Personal Data transferred to Webtrends from the EEA is received and processed in
accordance with the Model Clauses. If a data-transfer mechanism being used by the parties is subsequently
modified, revoked, or held by a competent regulator or other governmental authority to be invalid, or if another
jurisdiction applicable to the parties' relationship subsequently requires a transfer mechanism (e.g., the United
Kingdom), Data Controller and Webtrends will cooperate in good faith to—as applicable—terminate the transfers
being done under that mechanism or pursue a suitable alternate mechanism with a view to seamlessly transition
to a suitable alternate mechanism.
6. REGULATORY COMPLIANCE
6.1. At Data Controller’s request and expense, Data Processor will reasonably assist Data Controller as necessary
to meet its obligations to regulatory authorities, including Data Protection Authorities.
6.2. At Data Controller’s request and expense, Data Processor will reasonably assist Data Controller to respond to
requests from individuals in relation to their rights (e.g., as applicable, rights of data access, rectification,
erasure, restriction, portability, and objection/opt-out). If any such request is made directly to Data Processor,
Data Processor will not respond to such communication directly without Data Controller's prior authorization,
other than to acknowledge receipt of the request, unless required by Applicable Data Protection Law.
6.3. If Data Processor is required under Applicable Data Protection Law, and at Data Controller’s request and
expense, Data Processor will provide reasonably requested information regarding the Solutions and
Professional Services to enable Data Controller to carry out data protection impact assessments or prior
consultations with Data Protection Authorities.
7. REVIEWS OF DATA PROCESSING
This Section is only applicable if Client does not have a right to a security audit under the terms of the Agreement
or, if entered into by the parties, the Model Clauses.
7.1. At Data Controller’s request and expense, Data Processor will provide Data Controller with reasonable
information regarding Data Processor’s facilities, systems, and security procedures relevant to the Processing
of Personal Data under this Addendum, solely for Data Controller’s review of Data Processor’s compliance with
this Addendum. Data Processor will provide such information within fifteen (15) business days of Data
Controller’s written request, unless otherwise required by Applicable Data Protection Law.
7.2. If Data Controller wishes that Data Processor provide Third Parties with access to or information regarding
Personal Data/Personal Data management, such a request must be made to Data Processor in writing and will
waive Data Processor’s confidentiality obligations under the Agreement with respect to such information. Data
Processor may require any such Third Party to enter into an agreement to maintain the confidentiality of the
information shared by Data Processor.
7.3. Unless Applicable Data Protection Law provides otherwise, Data Controller may make a request under this
Section only once per calendar year. Any information provided by Data Processor under this Section
constitutes Data Processor’s Confidential Information under the Agreement.
8. GENERAL; TERMINATION
8.1. This Addendum forms part of the Agreement and all activities under this Addendum (including without
limitation Processing of Personal Data) remain subject to the applicable limitations of liability set forth in the
Agreement.
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8.2. Data Controller agrees that any damages, attorney fees and expenses, regulatory fines, and penalties incurred
by Data Processor in relation to Personal Data that arise as a result of, or in connection with, Data Controller’s
failure to comply with its obligations under this Addendum or any Applicable Data Protection Law will count
toward and reduce Data Processor's liability under the Agreement as if it were liability to Data Controller under
the Agreement.
8.3. If and to the extent language in this Addendum conflicts with the Agreement, this Addendum will control. If
any provision of this Addendum is adjudged to be unenforceable or invalid, that provision will be limited to
the minimum extent necessary so that this Addendum will otherwise remain in effect.
8.4. This Addendum will be governed by and construed in accordance with governing law and jurisdiction
provisions in the Agreement, unless required otherwise by Applicable Data Protection Law.
8.5. This Addendum (and Model Clauses, if executed by the parties and where applicable) will automatically
terminate upon expiration or termination of the Agreement.
8.6. Data Processor will, within sixty (60) days after the termination or expiration of the Agreement, Erase the
Personal Data from the Solutions and received through its provision of Professional Services. Upon Data
Controller’s request, Data Processor will provide written confirmation that Data Processor’s obligations
regarding Erasure have been fulfilled.
8.7. Notwithstanding the foregoing, Data Controller understands that Data Processor may retain Personal Data as
required by Applicable Data Protection Law, which Personal Data will remain subject to the requirements of
this Addendum.
Accepted and agreed to as of the date of Client’s signature below by the authorized representative of each party:
_____________________________________(“CLIENT”) WEBTRENDS INC. (“WEBTRENDS”)
Address: 317 SW Alder Street, Suite 850
Portland, OR 97204
Signature Signature
Jim Goings
Print Name Print Name
CTO
Title Title
Jimbo@webtrends.com
Email Email
9/17/2021
Date Date
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Annex A - Details of Processing
Data exporter
The data exporter is: Client, which uses the Solutions to track visitors to Client Applications for analysis, reporting,
testing, and targeting.
Data importer
The data importer is: Webtrends Inc., which is the parent entity of WT EMEA Acquisitions Limited and Webtrends
Nordic AB. Webtrends Inc. produces and operates the Solutions and the software-as-a-service infrastructure, and
provides technical support and other Professional Services to Client and its users of the Solution pursuant to the
applicable Quote and Agreement as the designated processor. Webtrends is the distributor of the Solutions and
provider of services related to the Solutions in the Client’s territory and the contracting party to the Quote and the
Agreement.
Data subjects
The personal data transferred concern the following categories of data subjects: Data subjects include visitors to the
Client Applications, and Client’s employees who use the Solutions or Professional Services or who support contract
governance.
Categories of data
The personal data transferred concern the following categories of data:
• Personal data collected from Client Applications are: IP address, cookie visitor ID and, if Client purchases
Webtrends Analytics for Sharepoint or Webtrends Infinity Analytics for Sharepoint, the Sharepoint ID.
• Client determines any additional categories of data collected by the Solutions subject to the restrictions set
forth in the Quote and the Agreement between the parties. Client’s data fields can be configured as part of
the implementation or in ongoing Tagging Method updates on Client Applications.
• Name, email address, and business phone number of data exporter employees who use the Solutions or
Professional Services, or support contract governance.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data: Not applicable.
Processing operations
The personal data transferred will be subject to the following basic processing activities:
• Use of personal data to provide the Solutions and to provide assistance and technical support;
• Storage of personal data in dedicated Solution data centers in a multi-tenant architecture;
• Back-up of personal data and storage of back-up in a secure location;
• Computer processing of personal data, including data transmission, data retrieval, data access; and
• Processing for governance of the Agreement.
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Annex B – List of Data Processor Subprocessors
Data Processor uses a range of Subprocessors to assist it in providing the Solutions and Professional Services:
Entity Name Location Subprocessing Activities
Amazon, Inc. P.O. Box 81226 Cloud infrastructure provider
Amazon Web Services (AWS) Seattle, Washington, USA 98108-1226
www.aws.amazon.com
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Annex C - Security Measures
Security Control Measures Adopted by Webtrends
Admittance control (Physical access Access to data centers is controlled by formal procedures.
control)
Access is restricted to persons authorized by Webtrends SaaS Operations
Physical access control means to Director.
prevent unauthorized persons from
gaining access to data processing All persons requesting access must identify themselves to the facility’s
systems for processing or using security personnel.
personal data.
Visitor records are kept.
Each data center follows industry best practices with regards to security
measures and access procedures, such as using electronic access control
systems, alarm systems, indoor- and outdoor-cameras and security
personnel.
System access control Authentication processes are implemented to control access to
Webtrends production systems. Access restrictions are managed via a
Access control is the prevention of commercial authentication system.
data processing systems from being
used without authorization. Access to internal support-tools is restricted to authorized persons by
means of Access Control Lists (ACL).
Remote access to Webtrends production network requires prior login
through Webtrends over a secure VPN connection.
All authentication information is encrypted during transmission over
public network.
Webtrends follows a formal process to authorize or deny access to
Webtrends SaaS Solutions production resources.
Accesses to Webtrends production network are revoked immediately in
case of termination.
Unique user-ID, strong passwords and periodic review of access logs
ensure appropriate use of user accounts. All accesses to Webtrends
production network are subject to regular verifications.
Routers configuration protect Webtrends production network against
unauthorized external connections and violation of Webtrends logical
access policy.
Webtrends maintains and follows formal change management
processes. All changes to the production environment (network,
systems, platform, application, configuration, etc.) are implemented by a
dedicated team. All key business owners such as Support, Engineering,
DevOps, Security, SaaS Operations are represented at the change
management meeting.
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Webtrends employs properly configured stateful firewalls with access
controls between all network subnets and between Webtrends’
networks and any untrusted network.
Data access control Access rights are granted based on job-responsibilities or need-to-know-
basis and must be authorized by Webtrends SaaS Operations Director.
Access control is to ensure that
persons authorized to use a data Webtrends clients (data controllers) can adjust their security options via
processing system have access only administration settings only accessible to admin users.
to those data they are authorized to
access, and that personal data Webtrends clients (data controllers) control all roles and rights
cannot be read, copied, altered or associated with users granted access to their accounts.
removed without authorization
during processing, use and after
recording.
Disclosure control All accesses to Webtrends SaaS Solutions UIs are performed over secure
protocols (such as HTTPS and SFTP).
Disclosure control means that
personal data cannot be read, copied, All accesses to the Webtrends SaaS Solutions and key security events are
altered or removed without logged and this information is accessible to administrators for review.
authorization during electronic
transfer or transport or while being
recorded onto data storage media,
and that it is possible to ascertain and
check which bodies are to be
transferred personal data using data
transmission facilities.
Input control Transmission of personal data is controlled through data configuration
mechanisms by Webtrends clients (data controllers). All collected data
Input control is to ensure that it is (including personal data) are identified by a unique DCSID associated with
possible after the fact to check and a specific client.
ascertain whether personal data have
been entered into, altered or Access to collected personal data is controlled by access control
removed from data processing mechanisms (authentication, authorization). Collected data cannot be
systems and if so, by whom. modified or deleted by clients. Any access, change, or deletion of data
(including personal data) within Webtrends SaaS Solutions production
network is logged.
Job control Webtrends clients control what data is collected by providing the
necessary Instructions within the data collection mechanism.
Job control is to ensure that personal
data processed on behalf of others Webtrends further provides clients with administration functions within
are processed strictly in compliance the SaaS Solutions’ UI to control which reports (processed data) are
with the controller’s instructions. created.
Webtrends SaaS Solutions provides clients (data controllers) with user
management functionality allowing them to control who may access
their accounts and what roles and rights users have.
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Availability control Webtrends adopts the following measures to ensure that personal data
are protected against accidental destruction or loss:
Availability control is to ensure that
personal data are protected against Webtrends uses a redundant data collection infrastructure to protect
accidental destruction or loss. client data against loss during the data collection process.
Webtrends further uses industry security best practices to secure its
infrastructure against data destruction and loss, and implements data
backup mechanisms to protect and recover client data.
Separation control (Checking the All collected data (including personal data) are identified by a unique
intended use) DCSID associated with a specific client.
Separation control is to ensure that Processing of all client data (including personal data) is performed in
data collected for different purposes Webtrends SaaS Solutions production network, physically and logically
can be processed separately. separated from Webtrends corporate network.
All data processing is performed solely on behalf and under the
Instructions of the data controller.
Additional information regarding Data Processor's security measures can be found here:
https://www.webtrends.com/legal/security-statement/.
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ANNEX D
European Data Transfer Annex
This Annex D will apply in addition to the data protection and security requirements set out in
the Data Protection Addendum if and to the extent that Webtrends receives and processes any
Personal Data outside the European Economic Area or Switzerland. In the event of any conflict
between this Annex D and the other requirements of the Data Protection Addendum, the
provisions of this Annex D will prevail to the extent of that conflict.
Commission Implementing Decision (EU) 2021/914
STANDARD CONTRACTUAL CLAUSES
MODULE TWO: 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 [and, as applicable the Parties' relationship, the Swiss Federal
Act on Data Protection as it may be amended or restated from time to time] on the
protection of natural persons with regard to the processing of personal data and on the
free movement of such data (General Data Protection Regulation) for the transfer of 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
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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.
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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
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.
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.
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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 [sic] 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
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‘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
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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.
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(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
(a) 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 10 days in advance, thereby giving the data exporter sufficient
time to be able to object to such changes prior to the engagement of the sub-processor(s).
The data importer shall provide the data exporter with the information necessary to enable
the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities
(on behalf of the data exporter), it shall do so by way of a written contract that provides
for, in substance, the same data protection obligations as those binding the data importer
under these Clauses, including in terms of third-party beneficiary rights for data subjects.
The Parties agree that, by complying with this Clause, the data importer fulfils its
obligations under Clause 8.8. The data importer shall ensure that the sub-processor
complies with the obligations to which the data importer is subject pursuant to these
Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a 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 [sic] 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.
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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.
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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:
i. 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 shall act as competent supervisory
authority;
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ii. 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 shall act as competent supervisory authority; and
iii. 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, 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
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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;
(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:
(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
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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.
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(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.
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Clause 17
Governing law
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.
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.
(b) 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.
(c) The Parties agree to submit themselves to the jurisdiction of such courts.
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APPENDIX
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: Client
Address: _________________________________________
Contact person’s name, position and contact details: _________________________
___________________________________________________________________
Activities relevant to the data transferred under these Clauses:
The data exporters are the EU and Swiss affiliates of Client, using the Solutions and Professional Services
to track visitors to Client Applications for analysis, reporting, testing, and targeting.
Signature and date: ___________________________________________________
Role: controller.
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with
responsibility for data protection]
Name: Webtrends, Inc.
Address: P.O. Box 8129, Portland, Oregon, USA 97207
Contact person’s name, position and contact details: Jim Goings; CTO, DPO; privacy@webtrends.com.
Activities relevant to the data transferred under these Clauses:
The data importer is Webtrends, Inc., which is the parent entity of WT EMEA Acquisitions Limited and
Webtrends Nordic AB. Webtrends Inc. produces and operates the Solutions and the software-as-a-service
infrastructure, and provides technical support and other Professional Services to Client and its users of the
Solution pursuant to the applicable Quote and Agreement as the designated processor. Webtrends is the
distributor of the Solutions and provider of services related to the Solutions in the Client’s territory and the
contracting party to the Quote and the Agreement.
Signature and date: ___________________________________________________
Role: processor.
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Updated September 14, 2021
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B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred:
Data subjects include visitors to the Client Applications, and Client’s employees who use the Solutions or
Professional Services, or who support contract governance.
Categories of personal data transferred:
• Personal data collected from Client Applications are: IP address, cookie visitor ID and, if Client
purchases Webtrends Analytics for Sharepoint or Webtrends Infinity Analytics for Sharepoint, the
Sharepoint ID.
• Client determines any additional categories of data collected by the Solutions subject to the
restrictions set forth in the Quote and the Agreement between the parties. Client’s data fields can
be configured as part of the implementation or in ongoing Tagging Method updates on Client
Applications.
• Name, email address, business phone number of data exporter employees who use the Solutions or
Professional Services, or who support contract governance.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into
consideration the nature of the data and the risks involved, such as for instance strict purpose limitation,
access restrictions (including access only for staff having followed specialised training), keeping a record
of access to the data, restrictions for onward transfers or additional security measures.
Not applicable.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
The transfer will occur whenever Client is using the Solutions for Client Applications, when using
Professional Services, and when engaged in contract governance.
Nature of the processing
The personal data transferred will be subject to the following basic processing activities:
• use of personal data to provide the Solutions and to provide assistance and technical support;
• storage of personal data in dedicated Solution data centers in a multi-tenant architecture;
• back-up of personal data and storage of back-up in a secure location;
• computer processing of personal data, including data transmission, data retrieval, data access; and
• processing for governance of the Agreement.
Purpose(s) of the data transfer and further processing
As stated above in "Nature of the processing."
The period for which the personal data will be retained, or, if that is not possible, the criteria used to
determine that period
Data processor will retain personal data as required by the Agreement or Applicable Data Protection Law.
Otherwise, within 60 days after the termination or expiration of the Agreement, data processor will erase
the personal data from the Solutions.
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For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Data processor's subprocessors and their respective subprocessing activities are set forth in the Data
Protection Addendum. Data processor passes through relevant obligations (e.g., duration of processing) to
its subprocessors such that data processor can comply with the Agreement and Applicable Data Protection
Law.
C. COMPETENT SUPERVISORY AUTHORITY
The competent supervisory authority/ies is the one identified in accordance with Clause 13.
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ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
As specified in the Agreement and Data Protection Addendum.
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ANNEX III
LIST OF SUB-PROCESSORS
As specified in the Data Protection Addendum.
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