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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
Date Revised: 26th December 2022
Aspose – Data Processing Addendum
This Data Processing Addendum (the Addendum) forms part of the Aspose Pty Ltd (Aspose)
Terms of Use, Privacy Policy (and any ancillary or related documentation), as updated or
amended from time to time (the Agreement), between the Customer (as identified on page 7
below) and Aspose. All capitalized terms not defined in this Addendum shall have the meaning
set out in the Agreement.
HOW TO EXECUTE THIS ADDENDUM:
1. This Addendum has been deemed to have been pre-signed by Aspose if customer meets the
conditions of being an Eligible Customer and follows the subsequent steps as laid out in
points 2 and 3 below.
2. If Aspose processes personal data on behalf of an Aspose customer that qualifies as a
controller or a processor with respect to that personal data under the European Union (EU)
General Data Protection Regulation (Regulation 2016/679) (an Eligible Customer), such
Eligible Customer may execute this Addendum. Eligible Customers can complete this
Addendum by:
a. Completing the required information and counter-signing on page 7; and
b. Submitting the completed and signed Addendum to Aspose at dpo@aspose.com .
Any questions regarding this Addendum should be sent to privacy@aspose.com.
3. Upon receipt of the validly completed and signed Addendum in accordance with the
instructions above, this Addendum will become legally binding.
APPLICATION OF THIS ADDENDUM:
If the entity signing this Addendum has authority to sign this Addendum on behalf of the
Customer and is an Eligible Customer at the date of counter-signature, this Addendum will form
part of the Agreement.
If the entity signing this Agreement is not an Eligible Customer at the date of counter-signature,
this Agreement will not be valid or legally binding.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
The parties agree that the obligations under this Addendum that are specific to the EU General
Data Protection Regulation (Regulation 2016/679) shall not apply until the later of the Eligible
Customer counter-signature or the date the EU General Data Protection Regulation (Regulation
2016/679) has come into full force and effect.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
1. DATA PROTECTION
1.1. Definitions: In this Addendum, the following terms shall have the following meanings:
a) "controller", "processor", "data subject", "personal data",
"processing" (and "process") and "special categories of personal data"
shall have the meanings given in Applicable Data Protection Law;
b) "Applicable Data Protection Law" shall mean: (i) prior to 25 May 2018,
the EU Data Protection Directive (Directive 95/46/EC); and (ii) on and after 25
May 2018, the EU General Data Protection Regulation (Regulation 2016/679);
and
c) "Aspose" means Aspose Pty Ltd which includes the brands Aspose and
GroupDocs, that are a party to this Addendum, as specified in paragraph 1 of
the section “APPLICATION OF THIS ADDENDUM” above.
d) "Standard Contractual Clauses" means the Standard Contractual Clauses
approved by European Commission Decision C(2011)3972 set out in ANNEX B
to this Addendum or any subsequent version thereof released by the
European Commission (which will automatically apply).
e) "Eligible Customer" means an Aspose Customer who holds a current paid
subscription to Aspose services or products.
1.2. Relationship of the parties: Customer (the controller or processor) appoints Aspose as a
processor to process the personal data described in the Agreement (the "Data") for the
purposes described, and the terms set out, in the Agreement, including, for the
avoidance of doubt, to provide you with, and update and improve, our services (or as
otherwise agreed in writing by the parties) (the "Permitted Purpose"). Each party
shall comply with the obligations that apply to it under Applicable Data Protection Law.
1.3. Prohibited data: Unless explicitly requested by Aspose to do so, Customer shall not
disclose (and shall not permit any data subject to disclose) any special categories of
personal data to Aspose for processing.
1.4. International transfers: Aspose shall not transfer the Data outside of the European
Economic Area ("EEA") unless it has taken such measures as are necessary to ensure
the transfer is in compliance with Applicable Data Protection Law. Such measures may
include (without limitation) transferring the Data to a recipient in a country that the
European Commission has decided provides adequate protection for personal data, or to
a recipient that has executed Standard Contractual Clauses adopted or approved by the
European Commission. In the event of any conflict between any terms in the Standard
Contractual Clauses, this Addendum, or our Terms of Service, the Standard Contraction
Clauses shall prevail.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
1.5. Confidentiality of processing: Aspose shall ensure that any person it authorizes to
process the Data (an "Authorized Person") shall protect the Data in accordance with
Aspose’s confidentiality obligations under the Agreement.
1.6. Security: Aspose shall implement appropriate technical and organizational measures that
take into account the costs of implementation and the nature, scope, context and
purposes of processing against the risk involved in the processing of data, as set out in
Annex A, which may be amended and updated from time to time, to protect the Data (i)
from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure
of, or access to the Data (a "Security Incident").
1.7. Subcontracting: Customer consents to Aspose engaging third party subprocessors to
process the Data for the Permitted Purpose provided that: (i) Aspose maintains an up-
to-date list of its subprocessors, which shall be available on its website, viewable here:
https://about.aspose.com/legal/subprocessors, on or before 25 May 2018, which it shall
update with details of any change in subprocessors at least fourteen (14) days prior to
the change; (ii) Aspose imposes data protection terms on any subprocessor it appoints
that require it to protect the Data to the standard required by Applicable Data Protection
Law; and (iii) Aspose remains liable for any breach of this Addendum that is caused by
an act, error or omission of its subprocessor. Customer may object to Aspose’s
appointment or replacement of a subprocessor seven (7) days prior to its appointment
or replacement, provided such objection is based on reasonable grounds relating to data
protection. In such event, Aspose will either not appoint or replace the subprocessor or,
if this is not reasonably possible, in Aspose’s sole discretion, Customer may suspend or
terminate the Agreement without penalty (without prejudice to any fees incurred by
Customer up to and including the date of suspension or termination).
1.8. Cooperation and data subjects' rights: Aspose shall provide reasonable and timely
assistance to Customer (at Customer’s expense) to enable Customer to respond to: (i)
any request from a data subject to exercise any of its rights under Applicable Data
Protection Law; and (ii) any other correspondence, enquiry or complaint received from a
data subject, regulator or other third party in connection with the processing of the
Data. In the event that any such request, correspondence, enquiry or complaint is made
directly to Aspose, Aspose shall promptly inform Customer providing full details of the
same.
1.9. Data Protection Impact Assessment: If Aspose believes or becomes aware that its
processing of the Data is likely to result in a high risk to the data protection rights and
freedoms of data subjects, it shall inform Customer and provide reasonable cooperation
to Customer in connection with any data protection impact assessment that may be
required under Applicable Data Protection Law.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
1.10. Security incidents: If it becomes aware of a confirmed Security Incident, Aspose shall
inform Customer without undue delay and shall provide reasonable information and
cooperation to Customer so that Customer can fulfil any data breach reporting
obligations it may have under (and in accordance with the timescales required by)
Applicable Data Protection Law. Aspose shall further take reasonably necessary
measures and actions to remedy or mitigate the effects of the Security Incident and
keep Customer informed of all material developments in connection with the Security
Incident.
1.11. Company Employees and Personnel. Aspose will treat personal data as confidential and
shall ensure that any employees or other personnel have agreed in writing to protect the
confidentiality and security of personal data.
1.12. Access Requests and Data Subjects Rights. We will notify you of any request for the
disclosure of personal data by a governmental, regulatory body, law enforcement
authority or data protection supervisory authority unless otherwise prohibited by law or
a legally binding order of such body or agency. Where applicable, and taking into
account the nature of the processing, we will use reasonable endeavors to assist you by
implementing the appropriate technical and organizational measures, insofar as this is
possible and within reason, for the fulfilment of your obligation to respond to requests
for exercising data subjects rights laid down in the General Data Protection Regulation
(GDPR) or California Consumer Privacy Act (CCPA).
1.13. Termination: This addendum shall remain in full force and effect for so long as the
Agreement remains in effect and shall immediately terminate if the Agreement is
terminated for any reason.
1.14. Deletion or return of Data: Upon termination or expiry of the Agreement, Aspose will, on
Customer’s explicit request, delete immediately or make available for return of the Data
in its possession or control (i.e. allow Customer to download their data). This
requirement shall not apply to the extent that Aspose is required by applicable law to
retain some or all of the Data, or to Data it has archived on back-up systems, which
Data Aspose shall securely isolate and protect from any further processing.
1.15. Audit: Upon reasonable request, Aspose will verify its compliance with this Addendum,
provided that the Customer shall not exercise this right more than once per year.
1.16. California Consumer Privacy Act of 2018 (CCPA): Aspose complies with CCPA:
a) Aspose is a “Service Provider” as defined in CCPA Section 1798.140(v);
b) Customer discloses Personal Data to Aspose solely for: (i) a valid business
purpose; and (ii) Aspose to perform the Services.
c) Aspose is prohibited from: (i) selling Personal Data; (ii) retaining, using, or
disclosing Personal Data for a commercial purpose other than providing the
Services; and (iii) retaining, using, or disclosing the Personal Data outside of
the Agreement between Aspose and Customer.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
d) Aspose understands the prohibitions outlined in Section 1.16.c.
1.17. Details of Data Processing.
a) Subject matter. The subject matter of the data processing under this DPA is the
Customer’s data.
b) Duration. As between Aspose and Customer, the duration of the data
processing under this DPA is determined by the Customer.
c) Purpose. The purpose of the data processing under this DPA is the provision of
the Services initiated by Customer from time to time.
d) Nature of the processing. File format manipulation services, data storage and
other Services as described on the Aspose service website.
e) Type of Customer Data. Customer data uploaded to the services under
Customer’s Aspose accounts.
f) Categories of data subjects. The data subjects could include Customer’s
customers, employees, suppliers and End Users.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
CUSTOMER SIGNATURE SECTION
____________________________
(Customer Organization Name)
_____________________________
(Signature)
_____________________________
(Printed Name)
_____________________________
(Title)
_____________________________
(Date)
_____________________________
(Address)
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
Annex A – Security Measures
Information regarding the technical and organizational measures Aspose has in place to protect
Data in accordance with clause 1.6 of this Addendum is available on Aspose’s security pages,
viewable here:
https://about.aspose.com/security/customer-data-and-security/ - For Aspose.com customers
https://about.aspose.cloud/security - For Aspose Cloud customers
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
Annex B – Standard Contractual Clauses
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the
requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council
of 27 April 2016 on the protection of natural persons with regard to the processing of
personal data and on the 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”).
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 […].
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex
I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an
integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights
and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation
(EU) 2016/679 and, with respect to data transfers from controllers to processors and/or
processors to processors, standard contractual clauses pursuant to Article 28(7) of
Regulation (EU) 2016/679, provided they are not modified, except to select the
appropriate Module(s) or to add or update information in the Appendix. This does not
prevent the Parties from including the standard contractual clauses laid down in these
Clauses in a wider contract and/or to add other clauses or additional safeguards, provided
that they do not contradict, directly or indirectly, these Clauses or prejudice the
fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject
by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against
the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause
8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause
8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
(iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a),
(c), (d) and (e);
(iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause
12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
(viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four:
Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU)
2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms
shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation
(EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations
provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements
between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these
Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred
and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
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.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer
is able, through the implementation of appropriate technical and organisational measures, to satisfy
its obligations under these Clauses.
MODULE ONE: Transfer controller to controller
8.1 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer,
as set out in Annex I.B. It may only process the personal data for another purpose:
(i) where it has obtained the data subject’s prior consent;
(ii) where necessary for the establishment, exercise or defence of legal claims in the
context of specific administrative, regulatory or judicial proceedings; or
(iii) where necessary in order to protect the vital interests of the data subject or of
another natural person.
8.2 Transparency
(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10,
the data importer shall inform them, either directly or through the data exporter:
(i) of its identity and contact details;
(ii) of the categories of personal data processed;
(iii) of the right to obtain a copy of these Clauses;
(iv) where it intends to onward transfer the personal data to any third party/ies, of the
recipient or categories of recipients (as appropriate with a view to providing
meaningful information), the purpose of such onward transfer and the ground
therefore pursuant to Clause 8.7.
(b) Paragraph (a) shall not apply where the data subject already has the information, including
when such information has already been provided by the data exporter, or providing the
information proves impossible or would involve a disproportionate effort for the data
importer. In the latter case, the data importer shall, to the extent possible, make the
information publicly available.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as
completed by them, available to the data subject free of charge. To the extent necessary
to protect business secrets or other confidential information, including personal data, the
Parties may redact part of the text of the Appendix prior to sharing a copy, but shall
provide a meaningful summary where the data subject would otherwise not be able to
understand its content or exercise his/her rights. On request, the Parties shall provide the
data subject with the reasons for the redactions, to the extent possible without revealing
the redacted information.
(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under
Articles 13 and 14 of Regulation (EU) 2016/679.
8.3 Accuracy and data minimisation
(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up
to date. The data importer shall take every reasonable step to ensure that personal data
that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified
without delay.
(b) If one of the Parties becomes aware that the personal data it has transferred or received is
inaccurate, or has become outdated, it shall inform the other Party without undue delay.
(c) The data importer shall ensure that the personal data is adequate, relevant and limited to
what is necessary in relation to the purpose(s) of processing.
8.4 Storage limitation
The data importer shall retain the personal data for no longer than necessary for the purpose(s) for
which it is processed. It shall put in place appropriate technical or organisational measures to
ensure compliance with this obligation, including erasure or anonymisation2 of the data and all
back-ups at the end of the retention period.
8.5 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement
appropriate technical and organisational measures to ensure the security of the personal
data, including protection against a breach of security leading to accidental or unlawful
destruction, loss, alteration, unauthorised disclosure or access (hereinafter “personal data
breach”). In assessing the appropriate level of security, they shall take due account of the
state of the art, the costs of implementation, the nature, scope, context and purpose(s) of
processing and the risks involved in the processing for the data subject. The Parties shall
2
This requires rendering the data anonymous in such a way that the individual is no longer identifiable by anyone,
in line with recital 26 of Regulation (EU) 2016/679, and that this process is irreversible.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
in particular consider having recourse to encryption or pseudonymisation, including
during transmission, where the purpose of processing can be fulfilled in that manner.
(b) The Parties have agreed on the technical and organisational measures set out in Annex II.
The data importer shall carry out regular checks to ensure that these measures continue
to provide an appropriate level of security.
(c) The data importer shall ensure that persons authorised to process the personal data have
committed themselves to confidentiality or are under an appropriate statutory obligation
of confidentiality.
(d) In the event of a personal data breach concerning personal data processed by the data
importer under these Clauses, the data importer shall take appropriate measures to address
the personal data breach, including measures to mitigate its possible adverse effects.
(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms
of natural persons, the data importer shall without undue delay notify both the data
exporter and the competent supervisory authority pursuant to Clause 13. Such notification
shall contain i) a description of the nature of the breach (including, where possible,
categories and approximate number of data subjects and personal data records
concerned), ii) its likely consequences, iii) the measures taken or proposed to address the
breach, and iv) the details of a contact point from whom more information can be
obtained. To the extent it is not possible for the data importer to provide all the
information at the same time, it may do so in phases without undue further delay.
(f) In case of a personal data breach that is likely to result in a high risk to the rights and
freedoms of natural persons, the data importer shall also notify without undue delay the
data subjects concerned of the personal data breach and its nature, if necessary in
cooperation with the data exporter, together with the information referred to in paragraph
(e), points ii) to iv), unless the data importer has implemented measures to significantly
reduce the risk to the rights or freedoms of natural persons, or notification would involve
disproportionate efforts. In the latter case, the data importer shall instead issue a public
communication or take a similar measure to inform the public of the personal data breach.
(g) The data importer shall document all relevant facts relating to the personal data breach,
including its effects and any remedial action taken, and keep a record thereof.
8.6 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions,
religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for
the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life
or sexual orientation, or data relating to criminal convictions or offences (hereinafter “sensitive
data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to
the specific nature of the data and the risks involved. This may include restricting the personnel
permitted to access the personal data, additional security measures (such as pseudonymisation)
and/or additional restrictions with respect to further disclosure.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
8.7 Onward transfers
The data importer shall not disclose the personal data to a third party located outside the European
Union3 (in the same country as the data importer or in another third country, hereinafter “onward
transfer”) unless the third party is or agrees to be bound by these Clauses, under the appropriate
Module. Otherwise, an onward transfer by the data importer may only take place if:
(i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of
Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or
47 of Regulation (EU) 2016/679 with respect to the processing in question;
(iii) the third party enters into a binding instrument with the data importer ensuring the
same level of data protection as under these Clauses, and the data importer provides
a copy of these safeguards to the data exporter;
(iv) it is necessary for the establishment, exercise or defence of legal claims in the
context of specific administrative, regulatory or judicial proceedings;
(v) it is necessary in order to protect the vital interests of the data subject or of another
natural person; or
(vi) where none of the other conditions apply, the data importer has obtained the explicit
consent of the data subject for an onward transfer in a specific situation, after having
informed him/her of its purpose(s), the identity of the recipient and the possible
risks of such transfer to him/her due to the lack of appropriate data protection
safeguards. In this case, the data importer shall inform the data exporter and, at the
request of the latter, shall transmit to it a copy of the information provided to the
data subject.
Any onward transfer is subject to compliance by the data importer with all the other safeguards
under these Clauses, in particular purpose limitation.
8.8 Processing under the authority of the data importer
The data importer shall ensure that any person acting under its authority, including a processor,
processes the data only on its instructions.
8.9 Documentation and compliance
3
The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European
Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection
legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated
into Annex XI thereto. Therefore, any 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.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
(a) Each Party shall be able to demonstrate compliance with its obligations under these
Clauses. In particular, the data importer shall keep appropriate documentation of the
processing activities carried out under its responsibility.
(b) The data importer shall make such documentation available to the competent supervisory
authority on request.
MODULE TWO: Transfer controller to processor
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from
the data exporter. The data exporter may give such instructions throughout the duration
of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those
instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer,
as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as
completed by the Parties, available to the data subject free of charge. To the extent necessary to
protect business secrets or other confidential information, including the measures described in
Annex II and personal data, the data exporter may redact part of the text of the Appendix to these
Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject
would otherwise not be able to understand the its content or exercise his/her rights. On request, the
Parties shall provide the data subject with the reasons for the redactions, to the extent possible
without revealing the redacted information. This Clause is without prejudice to the obligations of
the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
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Aspose Pty Ltd
Suite 163, 79 Longueville Road
Lane Cove, NSW, 2066
Australia
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.
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(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 Union4 (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;
4
The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European
Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection
legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated
into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not
qualify as an onward transfer for the purpose of these Clauses.
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(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or
47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal
claims in the context of specific administrative, regulatory or judicial proceedings;
or
(iv) the onward transfer is necessary in order to protect the vital interests of the data
subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards
under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data
exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the
data importer shall keep appropriate documentation on the processing activities carried
out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to
demonstrate compliance with the obligations set out in these Clauses and at the data
exporter’s request, allow for and contribute to audits of the processing activities covered
by these Clauses, at reasonable intervals or if there are indications of non-compliance. In
deciding on a review or audit, the data exporter may take into account relevant
certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent
auditor. Audits may include inspections at the premises or physical facilities of the data
importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the
results of any audits, available to the competent supervisory authority on request.
MODULE THREE: Transfer processor to processor
8.1 Instructions
(a) The data exporter has informed the data importer that it acts as processor under the
instructions of its controller(s), which the data exporter shall make available to the data
importer prior to processing.
(b) The data importer shall process the personal data only on documented instructions from
the controller, as communicated to the data importer by the data exporter, and any
additional documented instructions from the data exporter. Such additional instructions
shall not conflict with the instructions from the controller. The controller or data exporter
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may give further documented instructions regarding the data processing throughout the
duration of the contract.
(c) The data importer shall immediately inform the data exporter if it is unable to follow those
instructions. Where the data importer is unable to follow the instructions from the
controller, the data exporter shall immediately notify the controller.
(d) The data exporter warrants that it has imposed the same data protection obligations on the
data importer as set out in the contract or other legal act under Union or Member State
law between the controller and the data exporter5.
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 controller, as communicated to the
data importer by the data exporter, or 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 personal data, the data
exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a
meaningful summary where the data subject would otherwise not be able to understand its content
or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for
the redactions, to the extent possible without revealing the redacted information.
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 rectify or erase 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 controller 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
5
See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4)
of Regulation (EU) 2018/1725.
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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, they shall take due
account of the state of the art, the costs of implementation, the nature, scope, context and
purpose(s) of processing and the risks involved in the processing for the data subject. The
Parties shall in particular consider having recourse to encryption or pseudonymisation,
including during transmission, where the purpose of processing can be fulfilled in that
manner. 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 or the controller. 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 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, without undue delay, the data exporter and, where appropriate and feasible, the
controller 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 data breach, including 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
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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 its controller so that the latter may in turn 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 set out
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 controller, as communicated to the data importer by the data exporter. In addition, the
data may only be disclosed to a third party located outside the European Union6 (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 of Regulation (EU) 2016/679;
(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
6
The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European
Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection
legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated
into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not
qualify as an onward transfer for the purposes of these Clauses.
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(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 or the controller 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 controller.
(c) The data importer shall make all information necessary to demonstrate compliance with
the obligations set out in these Clauses available to the data exporter, which shall provide
it to the controller.
(d) The data importer shall allow for and contribute to audits by the data exporter of the
processing activities covered by these Clauses, at reasonable intervals or if there are
indications of non-compliance. The same shall apply where the data exporter requests an
audit on instructions of the controller. In deciding on an audit, the data exporter may take
into account relevant certifications held by the data importer.
(e) Where the audit is carried out on the instructions of the controller, the data exporter shall
make the results available to the controller.
(f) 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.
(g) 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.
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MODULE FOUR: Transfer processor to controller
8.1 Instructions
(a) The data exporter shall process the personal data only on documented instructions from
the data importer acting as its controller.
(b) The data exporter shall immediately inform the data importer if it is unable to follow those
instructions, including if such instructions infringe Regulation (EU) 2016/679 or other
Union or Member State data protection law.
(c) The data importer shall refrain from any action that would prevent the data exporter from
fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-
processing or as regards cooperation with competent supervisory authorities.
(d) After the end of the provision of the processing services, the data exporter shall, at the
choice of the data importer, delete all personal data processed on behalf of the data
importer and certify to the data importer that it has done so, or return to the data importer
all personal data processed on its behalf and delete existing copies.
8.2 Security of processing
(a) The Parties shall implement appropriate technical and organisational measures to ensure
the security of the data, including during transmission, and protection against a breach of
security leading to accidental or unlawful destruction, loss, alteration, unauthorised
disclosure or access (hereinafter “personal data breach”). In assessing the appropriate
level of security, they shall take due account of the state of the art, the costs of
implementation, the nature of the personal data7, the nature, scope, context and purpose(s)
of processing and the risks involved in the processing for the data subjects, and in
particular consider having recourse to encryption or pseudonymisation, including during
transmission, where the purpose of processing can be fulfilled in that manner.
(b) The data exporter shall assist the data importer in ensuring appropriate security of the data
in accordance with paragraph (a). In case of a personal data breach concerning the
personal data processed by the data exporter under these Clauses, the data exporter shall
notify the data importer without undue delay after becoming aware of it and assist the
data importer in addressing the breach.
(c) The data exporter shall ensure that persons authorised to process the personal data have
committed themselves to confidentiality or are under an appropriate statutory obligation
of confidentiality.
7
This includes whether the transfer and further processing involves personal data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for
the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual
orientation, or data relating to criminal convictions or offences.
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8.3 Documentation and compliance
(a) The Parties shall be able to demonstrate compliance with these Clauses.
(b) The data exporter shall make available to the data importer all information necessary to
demonstrate compliance with its obligations under these Clauses and allow for and
contribute to audits.
Clause 9
Use of sub-processors
MODULE TWO: Transfer controller to processor
(a) GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s
general authorisation for the engagement of sub-processor(s) from an agreed list. The data
importer shall specifically inform the data exporter in writing of any intended changes to
that list through the addition or replacement of sub-processors at least 14 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. 8 The Parties agree that, by complying with this Clause, the data importer fulfils
its obligations under Clause 8.8. The data importer shall ensure that the sub-processor
complies with the obligations to which the data importer is subject pursuant to these
Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-
processor agreement and any subsequent amendments to the data exporter. To the extent
necessary to protect business secrets or other confidential information, including personal
data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance
of the sub-processor’s obligations under its contract with the data importer. The data
importer shall notify the data exporter of any failure by the sub-processor to fulfil its
obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor
whereby - in the event the data importer has factually disappeared, ceased to exist in law
8
This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module,
in accordance with Clause 7.
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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.
MODULE THREE: Transfer processor to processor
(a) GENERAL WRITTEN AUTHORISATION The data importer has the controller’s
general authorisation for the engagement of sub-processor(s) from an agreed list. The data
importer shall specifically inform the controller in writing of any intended changes to that
list through the addition or replacement of sub-processors at least 7 days in advance,
thereby giving the controller 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 controller
with the information necessary to enable the controller to exercise its right to object. The
data importer shall inform the data exporter of the engagement of the sub-processor(s).
(b) Where the data importer engages a sub-processor to carry out specific processing
activities (on behalf of the controller), 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. 9 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 or controller’s request, a copy of
such a sub-processor agreement and any subsequent amendments. To the extent necessary
to protect business secrets or other confidential information, including personal data, the
data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance
of the sub-processor’s obligations under its contract with the data importer. The data
importer shall notify the data exporter of any failure by the sub-processor to fulfil its
obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor
whereby - in the event the data importer has factually disappeared, ceased to exist in law
or has become insolvent - the data exporter shall have the right to terminate the sub-
processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
9
This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module,
in accordance with Clause 7.
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MODULE ONE: Transfer controller to controller
(a) The data importer, where relevant with the assistance of the data exporter, shall deal with
any enquiries and requests it receives from a data subject relating to the processing of
his/her personal data and the exercise of his/her rights under these Clauses without undue
delay and at the latest within one month of the receipt of the enquiry or request.10 The
data importer shall take appropriate measures to facilitate such enquiries, requests and the
exercise of data subject rights. Any information provided to the data subject shall be in
an intelligible and easily accessible form, using clear and plain language.
(b) In particular, upon request by the data subject the data importer shall, free of charge :
(i) provide confirmation to the data subject as to whether personal data concerning
him/her is being processed and, where this is the case, a copy of the data relating to
him/her and the information in Annex I; if personal data has been or will be onward
transferred, provide information on recipients or categories of recipients (as
appropriate with a view to providing meaningful information) to which the personal
data has been or will be onward transferred, the purpose of such onward transfers
and their ground pursuant to Clause 8.7; and provide information on the right to
lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);
(ii) rectify inaccurate or incomplete data concerning the data subject;
(iii) erase personal data concerning the data subject if such data is being or has been
processed in violation of any of these Clauses ensuring third-party beneficiary
rights, or if the data subject withdraws the consent on which the processing is based.
(c) Where the data importer processes the personal data for direct marketing purposes, it shall
cease processing for such purposes if the data subject objects to it.
(d) The data importer shall not make a decision based solely on the automated processing of
the personal data transferred (hereinafter “automated decision”), which would produce
legal effects concerning the data subject or similarly significantly affect him / her, unless
with the explicit consent of the data subject or if authorised to do so under the laws of the
country of destination, provided that such laws lays down suitable measures to safeguard
the data subject’s rights and legitimate interests. In this case, the data importer shall,
where necessary in cooperation with the data exporter:
(i) inform the data subject about the envisaged automated decision, the envisaged
consequences and the logic involved; and
(ii) implement suitable safeguards, at least by enabling the data subject to contest the
decision, express his/her point of view and obtain review by a human being.
10
That period may be extended by a maximum of two more months, to the extent necessary taking into account the
complexity and number of requests. The data importer shall duly and promptly inform the data subject of any such
extension.
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(e) Where requests from a data subject are excessive, in particular because of their repetitive
character, the data importer may either charge a reasonable fee taking into account the
administrative costs of granting the request or refuse to act on the request.
(f) The data importer may refuse a data subject’s request if such refusal is allowed under the
laws of the country of destination and is necessary and proportionate in a democratic
society to protect one of the objectives listed in Article 23(1) of Regulation (EU)
2016/679.
(g) If the data importer intends to refuse a data subject’s request, it shall inform the data
subject of the reasons for the refusal and the possibility of lodging a complaint with the
competent supervisory authority and/or seeking judicial redress.
MODULE TWO: Transfer controller to processor
(a) The data importer shall promptly notify the data exporter of any request it has received
from a data subject. It shall not respond to that request itself unless it has been authorised
to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to
data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679.
In this regard, the Parties shall set out in Annex II the appropriate technical and
organisational measures, taking into account the nature of the processing, by which the
assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply
with the instructions from the data exporter.
MODULE THREE: Transfer processor to processor
(a) The data importer shall promptly notify the data exporter and, where appropriate, the
controller of any request it has received from a data subject, without responding to that
request unless it has been authorised to do so by the controller.
(b) The data importer shall assist, where appropriate in cooperation with the data exporter,
the controller in fulfilling its obligations to respond to data subjects’ requests for the
exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725,
as applicable. 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 controller, as communicated by the data exporter.
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MODULE FOUR: Transfer processor to controller
The Parties shall assist each other in responding to enquiries and requests made by data subjects
under the local law applicable to the data importer or, for data processing by the data exporter in
the EU, under Regulation (EU) 2016/679.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format,
through individual notice or on its website, of a contact point authorised to handle
complaints. It shall deal promptly with any complaints it receives from a data subject.
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
(b) In case of a dispute between a data subject and one of the Parties as regards compliance
with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a
timely 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
MODULE ONE: Transfer controller to controller
MODULE FOUR: Transfer processor to controller
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other
Party/ies by any breach of these Clauses.
(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to
receive compensation, for any material or non-material damages that the Party causes the
data subject by breaching the third-party beneficiary rights under these Clauses. This is
without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
(c) Where more than one Party is responsible for any damage caused to the data subject as a
result of a breach of these Clauses, all responsible Parties shall be jointly and severally
liable and the data subject is entitled to bring an action in court against any of these
Parties.
(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to
claim back from the other Party/ies that part of the compensation corresponding to its /
their responsibility for the damage.
(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid
its own liability.
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other
Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled
to receive compensation, 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.
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(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages
caused by the data importer (or its sub-processor), it shall be entitled to claim back from
the data importer that part of the compensation corresponding to the data importer’s
responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a
result of a breach of these Clauses, all responsible Parties shall be jointly and severally
liable and the data subject is entitled to bring an action in court against any of these
Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to
claim back from the other Party/ies that part of the compensation corresponding to its /
their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
(a) [Where the data exporter is established in an EU Member State:] The supervisory
authority with responsibility for ensuring compliance by the data exporter with
Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall
act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the
territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article
3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU)
2016/679:] The supervisory authority of the Member State in which the representative
within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as
indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the
territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article
3(2) without however having to appoint a representative pursuant to Article 27(2) of
Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in
which the data subjects whose personal data is transferred under these Clauses in relation
to the offering of goods or services to them, or whose behaviour is monitored, are located,
as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the
competent supervisory authority in any procedures aimed at ensuring compliance with
these Clauses. In particular, the data importer agrees to respond to enquiries, submit to
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audits and comply with the measures adopted by the supervisory authority, including
remedial and compensatory measures. It shall provide the supervisory authority with
written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY
PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller (where the EU processor combines the
personal data received from the third country-controller with personal data collected by the
processor in the EU)
(a) The Parties warrant that they have no reason to believe that the laws and practices in the
third country of destination applicable to the processing of the personal data by the data
importer, including any requirements to disclose personal data or measures authorising
access by public authorities, prevent the data importer 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
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– relevant in light of the specific circumstances of the transfer, and the applicable
limitations and safeguards11;
(iii) any relevant contractual, technical or organisational safeguards put in place to
supplement the safeguards under these Clauses, including measures applied during
transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has
made its best efforts to provide the data exporter with relevant information and agrees
that it will continue to cooperate with the data exporter in ensuring compliance with these
Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available
to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to
these Clauses and for the duration of the contract, it has reason to believe that it is or has
become subject to laws or practices not in line with the requirements under paragraph (a),
including following a change in the laws of the third country or a measure (such as a
disclosure request) indicating an application of such laws in practice that is not in line
with the requirements in paragraph (a). [For Module Three: The data exporter shall
forward the notification to the controller.]
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has
reason to believe that the data importer can no longer fulfil its obligations under these
Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or
organisational measures to ensure security and confidentiality) to be adopted by the data
exporter and/or data importer to address the situation [for Module Three: , if appropriate
in consultation with the controller]. The data exporter shall suspend the data transfer if it
considers that no appropriate safeguards for such transfer can be ensured, or if instructed
by [for Module Three: the controller or] the competent supervisory authority to do so. In
this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns
the processing of personal data under these Clauses. If the contract involves more than
two Parties, the data exporter may exercise this right to termination only with respect to
11
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.
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the relevant Party, unless the Parties have agreed otherwise. Where the contract is
terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller (where the EU processor combines the
personal data received from the third country-controller with personal data collected by the
processor in the EU)
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject
promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial
authorities, under the laws of the country of destination for the disclosure of
personal data transferred pursuant to these Clauses; such notification shall include
information about the personal data requested, the requesting authority, the legal
basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data
transferred pursuant to these Clauses in accordance with the laws of the country of
destination; such notification shall include all information available to the importer.
[For Module Three: The data exporter shall forward the notification to the controller.]
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject
under the laws of the country of destination, the data importer agrees to use its best efforts
to obtain a waiver of the prohibition, with a view to communicating as much information
as possible, as soon as possible. The data importer agrees to document its best efforts in
order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees
to provide the data exporter, at regular intervals for the duration of the contract, with as
much relevant information as possible on the requests received (in particular, number of
requests, type of data requested, requesting authority/ies, whether requests have been
challenged and the outcome of such challenges, etc.). [For Module Three: The data
exporter shall forward the information to the controller.]
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(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for
the duration of the contract and make it available to the competent supervisory authority
on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant
to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to
comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular
whether it remains within the powers granted to the requesting public authority, and to
challenge the request if, after careful assessment, it concludes that there are reasonable
grounds to consider that the request is unlawful under the laws of the country of
destination, applicable obligations under international law and principles of international
comity. The data importer shall, under the same conditions, pursue possibilities of appeal.
When challenging a request, the data importer shall seek interim measures with a view to
suspending the effects of the request until the competent judicial authority has decided on
its merits. It shall not disclose the personal data requested until required to do so under
the applicable procedural rules. These requirements are without prejudice to the
obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the
request for disclosure and, to the extent permissible under the laws of the country of
destination, make the documentation available to the data exporter. It shall also make it
available to the competent supervisory authority on request. [For Module Three: The data
exporter shall make the assessment available to the controller.]
(c) The data importer agrees to provide the minimum amount of information permissible
when responding to a request for disclosure, based on a reasonable interpretation of the
request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with
these Clauses, for whatever reason.
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(b) In the event that the data importer is in breach of these Clauses or unable to comply with
these Clauses, the data exporter shall suspend the transfer of personal data to the data
importer until compliance is again ensured or the contract is terminated. This is without
prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the
processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer
pursuant to paragraph (b) and compliance with these Clauses is not restored within
a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or
supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority [for Module Three: and
the controller] of such non-compliance. Where the contract involves more than two
Parties, the data exporter may exercise this right to termination only with respect to the
relevant Party, unless the Parties have agreed otherwise.
(d) [For Modules One, Two and Three: Personal data that has been transferred prior to the
termination of the contract pursuant to paragraph (c) shall at the choice of the data
exporter immediately be returned to the data exporter or deleted in its entirety. The same
shall apply to any copies of the data.] [For Module Four: Personal data collected by the
data exporter in the EU that has been transferred prior to the termination of the contract
pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy
thereof.] 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
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
These Clauses shall be governed by the law of one of the EU Member States, provided such law
allows for third-party beneficiary rights. The Parties agree that this shall be the law of Malta.
MODULE FOUR: Transfer processor to controller
These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights.
The Parties agree that this shall be the law of Malta.
Clause 18
Choice of forum and jurisdiction
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member
State.
(b) The Parties agree that those shall be the courts of Malta.
(c) A data subject may also bring legal proceedings against the data exporter and/or data
importer before the courts of the Member State in which he/she has his/her habitual
residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
MODULE FOUR: Transfer processor to controller
Any dispute arising from these Clauses shall be resolved by the courts of Malta.
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APPENDIX
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
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller
Data exporter(s):
Name: The entity identified as “Customer” in the Addendum
Address: The address for the Customer associated with its Aspose account or as otherwise
specified in the Addendum or the Agreement.
Contact person’s name, position and contact details: The contact details associated with the
Customer’s account, ot as otherwise specified in the Addendum or the Agreement.
Activities relevant to the data transferred under these Clauses: The activities specified in Section
1.17 of the Addendum.
Signature and date: By using Aspose services to transfer Customer Data to Third Countries, the
data exporter will be deemed to have signed this Annex I.
Role (controller/processor): Controller or Processor of the Controller.
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Data importer(s):
Name: “Aspose” as identified in the Addendum.
Address: The address for Aspose specified in the Agreement.
Contact person’s name, position and contact details: DPO Aspose, dpo@aspose.com
Activities relevant to the data transferred under these Clauses: The activities specified in Section
1.17 of the Addendum.
Signature and date: By transferring Customer Data to Third Countries on Customer’s instructions,
the data importer will be deemed to have signed this Annex I.
Role (controller/processor): Processor when Customer acts as Controller or Sub-processor when
Customer acts as Processor.
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B. DESCRIPTION OF TRANSFER
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller
Categories of data subjects whose personal data is transferred
Categories of data subjects are specified in Section 1.17 of the Addendum.
Categories of personal data transferred
The personal data is described in Section 1.17 of the Addendum
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into
consideration the nature of the data and the risks involved, such as for instance strict purpose
limitation, access restrictions (including access only for staff having followed specialised
training), keeping a record of access to the data, restrictions for onward transfers or additional
security measures.
The data exporter might include sensitive personal data in the personal data described in section
1.17 of the Addendum.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous
basis).
The data exporter might use the services on a one-off basis or a continuous basis.
Nature of the processing
The nature of the processing is described in Section 1.17 of the Addendum.
Purpose(s) of the data transfer and further processing
To provide the services described in Section 1.17 of the Addendum.
The period for which the personal data will be retained, or, if that is not possible, the criteria used
to determine that period
Not applicable as the data exporter determines the duration of processing in accordance with the
terms of the Addendum.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the
processing
The subject matter, nature and duration of the processing are described in Section 1.17 of the
Addendum.
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C. COMPETENT SUPERVISORY AUTHORITY
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
Identify the competent supervisory authority/ies in accordance with Clause 13
Information and Data Protection Commissioner (Malta). Floor 2, Airways House, Triq Il-Kbira,
Tas-Sliema SLM 1549, Malta.
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ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING
TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF
THE DATA
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
EXPLANATORY NOTE:
Description of the technical and organisational measures implemented by the data importer(s)
(including any relevant certifications) to ensure an appropriate level of security, taking into
account the nature, scope, context and purpose of the processing, and the risks for the rights and
freedoms of natural persons.
Technical and organisational measures are described in Annex A – Security Measures within the
Addendum.
For transfers to (sub-) processors, also describe the specific technical and organisational
measures to be taken by the (sub-) processor to be able to provide assistance to the controller and,
for transfers from a processor to a sub-processor, to the data exporter
The technical and organisational measures that the data importer will impose on sub-processors
are described in Section 1.7 of the Addendum.
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ANNEX III – LIST OF SUB-PROCESSORS
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
Sub-processors is described in Section 1.7 of the Addendum.
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