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Exhibit A - DATA PROTECTION ADDENDUM
This Data Protection Addendum (“DPA”), as amended from time to time, is an integral part of the END
USER LICENCE AGREEMENT to which this DPA is linked ("Agreement") by and among Bites and
Customer (as these terms defined in the Agreement). This DPA shall have effect on the date the
Agreement becomes effective.
Unless otherwise defined in the Agreement or this DPA, all capitalized terms used in this DPA will have
the meanings given to them in Appendix 3 of this DPA (titled “Definitions”).
1. Roles. This DPA applies whenever Personal Data is processed by Bites for the purpose of providing
the Service to Customer and in accordance with Customer's Documented Instructions. In this context,
Bites is a “Processor” for Customer; while Customer is a “Controller” (as each of those terms is defined
in the Data Protection Laws, as applicable; any similar corresponding classification shall apply under
any Data Protection Laws, as defined therein) with respect to Personal Data.
2. Compliance with laws. Each party will comply with all laws, rules and regulations applicable to it and
binding on it in the performance of the Agreement and this DPA with respect to processing and
protection of Personal Data, including, without limitation, any applicable Data Protection Laws.
3. Customer Instructions. The parties agree that this DPA and the Agreement, as well as any ordering
documents or other instructions, directed from time to time by Customer to Bites in writing within
the scope of the Agreement and the Services, constitute Customer’s documented instructions
regarding Bites’s processing of Personal Data (“Documented Instructions”). Bites will process
Personal Data only in accordance with Documented Instructions. Additional instructions outside the
scope of the Documented Instructions (if any) require prior written agreement between Bites and
Customer, including agreement on any additional fees payable by Customer to Bites for carrying out
such instructions, to the extent applicable.
4. Personal Data Ownership. As between Bites and Customer, Customer shall remain the owner of the
Personal Data at all times and nothing herein or in the Agreement shall transfer any title to the
Personal Data to Bites.
5. Confidentiality of Personal Data. Bites will not access or use, or disclose to any third party, any
Personal Data, except, in each case, as necessary to perform Customer's Documented Instructions,
including inter alia maintain or provide the Service, or as necessary to comply with Bite's undertakings
and covenants under the Agreement, or with any applicable law or a valid and binding order of a
governmental body (such as a subpoena or court order), subject to Section 17 below.
6. Confidentiality Obligations of Bites Personnel. Bites restricts its personnel from Processing Personal
Data without authorization by Bites, based on role and need to know. Bites imposes appropriate
contractual obligations upon its personnel, including relevant obligations regarding confidentiality,
data protection and data security.
7. Security of Data Processing
7.1. Without derogating from the foregoing, Bites has implemented and will maintain at least the
level of protection obtain by implementing the technical and organizational security measures
for the Personal Data as described in Bites Security Standards attached as Appendix 2 to this
DPA, or similar to those.
8. Sub-processing.
8.1. Authorized Sub-processors. Bites is authorized to use the Sub-processors listed in
https://mybites.io/subprocessors/ for and in the course of provision of the Services. In addition,
Customer acknowledges and agrees that (a) Bites’ Affiliates may be retained as Sub-processors;
and (b) Bites and Bites’ Affiliates respectively may engage third-party Sub-processors in
connection with the provision of the Service. Bites shall provide notification of a new Sub-
processor(s) before authorizing any new Sub-processor(s) to process Personal Data in connection
with the provision of the applicable Service. Customer shall notify Bites promptly in writing no
later than within ten (10) business days after Bites has published such notice on the Platform
and/or sent a written notice to Customer. In the event Customer objects to a new Sub-processor
based on reasonable grounds, as shall be detailed by Customer, related to the applicable Data
Protection Laws, at Bites’ sole discretion, Bites will either use reasonable commercial efforts to
make available to Customer a change in the Service or recommend a commercially-reasonable
change to Customer’s configuration or use of the Service to avoid Processing of Personal Data by
the objected-to new Sub-processor without unreasonably burdening Bites; or, if Bites is unable
to make available such change that is commercially reasonable to Bites, within a reasonable time
period, which shall not exceed thirty (30) days, Customer may terminate the applicable Service
with respect only to those aspects of the Service which cannot be provided by Bites without the
use of the objected-to new Sub-processor by providing written notice to Bites, however no
refund shall be made to Customer.
8.2. Sub-processor Obligations. Where Bites authorizes any sub-processor as described in Section
8.1:
8.2.1.Bites will restrict the sub-processor’s access to Personal Data only to such that is necessary
to maintain the Service or to provide the Service to Customer and Bites will prohibit the sub-
processor from processing Personal Data for any other purpose; and
8.2.2.Bites will enter into a written agreement with the sub-processor containing similar
contractual obligations to those undertaken by Bites under this DPA.
9. Data Subject Rights
Taking into account the nature of the Service, should a data subject for which Bites acts as a processor
hereunder contact Bites with regard to any rights granted to it under applicable Data Protection Laws,
Bites will forward such requests to Customer and use commercially reasonable efforts to assist
Customer in complying with such request, to the extent related to Bites’ operations and Service
provided to the Customer.
10. Security Breach Notification.
10.1. Security Incident. Bites will (a) notify Customer of a Security Incident without undue delay
after becoming aware of the Security Incident, and (b) take reasonable steps to mitigate the
effects and to minimize any damage resulting from the Security Incident.
10.2. Bites Assistance. Bites will include in the notification under section 10.1such information
about the Security Incident as Bites is reasonably able to disclose to Customer, taking into
account the nature of the Service, the information available to Bites, and any restrictions on
disclosing the information, such as confidentiality undertakings towards third parties or rights
and freedoms of natural persons.
10.3. Communication. Notification(s) of Security Incidents, if any, and any other notifications
required or authorized hereunder, will be delivered to the below-mentioned point of contact
(in case of Bites) and as indicated by the Customer at the time of subscription for the Service
(or as subsequently informed by a party hereto in writing):
Ohad Oberstein
Head of R&D
ohad@mybites.io
+972-53-330-8243
11. Use of Personal Data for Artificial Intelligence and Machine Learning. Bites may use Personal Data to
operate, maintain, and improve features of the Service for the benefit of Customer in the context of
Customer-specific model functionality, provided such use is consistent with the Documented
Instructions and applicable Data Protection Laws.
12. Bites Audits.
12.1. Provision by Bites of third-party security and compliance documentation shall, in
principle, fulfill Company’s audit obligations under this Section. Such documentation may
include, as available, summaries or copies of Company’s most recent security assessments and
certifications (such as SOC 2 reports, ISO 27001 certifications, penetration test executive
summaries, or equivalent documentation).
12.2. Upon Customer’s written request (no more than once annually) and subject to
confidentiality obligations, Company shall provide within a reasonable time such documentation
to Customer, together with any other audit or compliance reports reasonably deemed by
Company capable to demonstrate Company’s compliance with this DPA and applicable Data
Protection Laws.
12.3. Only where (i) Customer’s applicable regulator explicitly requires audit measures beyond
the provision of such documentation, or (ii) Customer has reasonably substantiated in writing
that such documentation is insufficient to demonstrate Company’s compliance with specific
requirements of applicable Data Protection Laws or this DPA, may Customer request additional
specific documentation for audit purposes.
12.4. For clarity purposes Bites is not under an obligation to provide Customer with an access to its
systems, including such that Process Personal Data, or its premises. In addition, in no event will
any access be granted to any data of Bites' other customers.
12.5. If, after following the process set out in Sections 12.1 - 12.3, Customer demonstrates that
it still requires further assurance to meet its regulatory obligations, Customer may request that
an independent third-party auditor conduct an audit on its behalf. Such engagement shall be (i)
no more than once annually, unless Customer’s applicable regulator explicitly requires
otherwise, (ii) subject to Bites' prior written consent, and (iii) contingent on an executed
confidentiality agreement between the third-party auditor, Customer, and Bites. Customer shall
bear all costs related to such third-party audit. Customer shall provide Bites with any audit
report(s) generated in connection with such audit without undue delay following receipt thereof.
12.6. Customer may use any audit report(s) only for the purposes of meeting its regulatory audit
requirements and/or confirming Bites' compliance with the requirements of this DPA. The
audit report(s) shall constitute confidential information of both parties hereto.
12.7. Exercising Customer's rights under this Section 12 shall be made with due regard and endeavor
to minimize disruption to Bites' business activities.
13. Privacy Impact Assessment and Prior Consultation. Taking into account the nature of the Platform
and Services (as defined in the Agreement) and the information available to Bites, Bites will reasonably
assist Customer in complying with Customer’s obligations in respect of data protection impact
assessments and prior consultation pursuant to Articles 35 and 36 of the GDPR, by providing the
applicable information Bites makes available under this Section 13 .
14. Data transfers outside EEA, Switzerland or UK.
14.1. With respect to any transfer (and any subsequent onward transfer) of Personal Data by Bites
from any EEA member state or from Switzerland, to a country which is not EEA member state
or another country that has not been recognized as granting and adequate level of protection
to personal data by the EU Commission or the Swiss Federal Data Protection Authority (as
applicable)(“Approved Jurisdiction”), the Parties hereto hereby agree to execute and
incorporate in to this DPA the Standard Contractual Clauses set forth in Appendix 4 attached
hereto subject to any elections and supplements as detailed below.
14.2. Where Bites or any Sub-processor is certified under the EU-U.S. Data Privacy Framework (and,
as applicable, the UK Extension and the Swiss-U.S. Data Privacy Framework) and the transfer
falls within the scope of such certification, the Parties may rely on such certification as the
lawful transfer mechanism in lieu of the Standard Contractual Clauses for the duration of such
certification's validity.
14.3. With regards to clauses 8 to 18 of the Standard Contractual Clauses, Module Two will apply.
The Parties agree to include the optional Clause 7 (Docking clause) in the Standard Contractual
Clauses incorporated into this Addendum. For the purpose of Clause 9 (a) Option 2: General
Written Authorization shall apply. In Clause 11, data subjects shall not be able to lodge a
complaint with an independent dispute resolution body. In Clause 17, Option 1 shall apply.
14.4. Annexes. The parties hereby agree that data processing details set out in Appendix 1 of this
DPA shall apply for the purposes of Annex 1 of the Standard Contractual Clauses and the
technical and organizational security measures set out in Appendix 2 of this Addendum shall
apply for the purpose of Annex 2 to the Standard Contractual Clauses. Bites shall be deemed
the “data importer” and Customer the “data exporter” under the Standard Contractual
Clauses.
14.5. If the European Commission subsequently amends the Standard Contractual Clauses at a date
later than the Effective Date of this DPA, such amended terms will supersede and replace any
Standard Contractual Clauses executed between the parties.
14.6. Where UK GDPR applies, with respect to any transfer (and any subsequent onward transfer) of
Personal Data by Bites from the UK to any country outside the EEA or outside an Approved
Jurisdiction or to a country that has not been designated by the UK authorized authority as
providing an adequate level of protection for Personal Data, the Parties agree that such
processing shall be subject to the UK SCC.
14.7. Alternative Data Export Solution. The parties agree that the data export solutions identified in
Section 14 may not apply if and to the extent Bites adopts an alternative data export solution
for the lawful transfer of personal data (as recognized under the Data Protection Laws) from
the EEA, Switzerland or UK, as applicable, in which event, Bites shall notify Customer of such
alternative data export solution and it shall apply instead.
14.8. In case of a conflict between the provision of the DPA and the provisions of the Standard
Contractual Clauses in Appendix 4, the provisions of the Standard Contractual Clauses shall
apply, unless the DPA provides more stringent protection to Personal Data and the rights of
individuals in which case the latter shall prevail.
15. Obligations under the Israeli Protection of Privacy Law. To the extent that Bites processes Personal
Data subject to the Israeli Protection of Privacy Law, 5741-1981 and regulations promulgated
thereunder ("PPL"): (a) Bites will only process such Personal Data as described in Appendix 1
hereunder, for the duration set forth therein and only the categories of Personal Data detailed
therein. (b) Bites shall only access such systems and/or data bases as provided in Appendix 1, if
applicable (c) Bites will implement the technical and organizational security measures set forth in
Appendix 2 hereunder, as means to effect the applicable requirements under the Protection of Privacy
Regulations (Data Security), 5777-2017; (d) Bites will notify Customer of a severe security incident
without undue delay and assist Customer with any reporting obligations to the Israeli Privacy
Protection Authority or as otherwise instructed by them; and (e) any onward transfer of such Personal
Data outside Israel will comply with the Protection of Privacy Regulations (Transfer of Data to
Databases Abroad), 5761-2001.
16. Obligations under the CCPA
16.1. To the extent that Bites processes Personal data of Californian residents falling within the
scope of CCPA, and/or of any of residents of any U.S. state with a comprehensive consumer
privacy law:
16.1.1. Bites shall process any Personal Data under the scope of this DPA as a service
provider to Customer. It shall only process such Customer's Personal Information
as set forth in this DPA.
16.1.2. Bites shall not sell or share such Personal Data (as the terms "sell" or "share" are
defined under the CCPA and similar U.S state privacy laws). Bites is also prohibited
from retaining, using or disclosing such Personal Data for a commercial purpose
other than providing the Service to the Customer under the Agreement, and from
retaining, using or disclosing such Personal Data outside of the Agreement.
16.1.3. Bites acknowledges and understands its obligations under this clause and will
comply with them.
17. Third Party Data Access Requests
17.1. If Bites becomes subject to a binding order or request for disclosure by a law enforcement
authority or other competent government authority involving Personal Data that Bites
processes on behalf of Customer then, to the extent that Bites identifies that such legal
proceeding is in conflict with applicable Data Protection laws, Bites shall make reasonable
efforts, unless legally prohibited, to:
17.1.1. Immediately notify Customer of the binding order or request unless such
notification is legally prohibited;
17.1.2. Inform the law enforcement authority or such other competent government
authority that Bites is merely a processor or sub-processor (as applicable) of the
Personal Data and is not authorized to disclose the Personal Data without
Customer’s consent;
17.1.3. Request that such law enforcement authority or such other competent
government authority direct its request directly at Customer; and
17.1.4. Use reasonable efforts to assist the Customer in its efforts to oppose the request
or order, if applicable;
17.2. If Bites provides access to or discloses Personal Data in response to third party legal process
either with Customer authorization or due to a mandatory legal compulsion, then Bites will
only disclose such Personal Data to the extent it is legally required to do so and in accordance
with applicable lawful process.
17.3. Data Subjects have the right to enforce, as third-party beneficiary, sections 17.1-17.2against
Bites in accordance with Clause 3 of the Standard Contractual Clauses.
17.4. Clauses 17.1 and 17.2shall not apply in the event that Bites has a good-faith belief the
government request is necessary due to an emergency involving immediate danger of death
or serious physical injury to an individual. In such event, Bites shall notify Customer of the data
disclosure as soon as possible following the disclosure and provide Customer with full details
of the same, unless such disclosure is legally prohibited.
17.5. Following a notification made by Bites to Customer pursuant to Section 17.1.1hereinabove
Customer shall have the right to suspend further transfer of Personal Data and terminate the
Contract.
18. In the event such binding order or any subsequent disclosure or action by Bites prevents or would
prevent Bites from complying with the Standard Contractual Clauses or the Documented Instructions
of Customer, Bites agrees, pursuant to Clause 8(1)(b) of the Standard Contractual Clauses, to promptly
inform the Customer of its inability to comply.
19. Return or Deletion of Personal Data. Within up to ninety (90) days following termination or expiration
of the Agreement, Bites will, delete all Personal Data in its possession or control, except to the extent
that Bites is required by applicable law or under its data retention policies to retain some or all such
Personal Data, in which case Bites shall keep such data in a manner not readily available for further
processing. Upon request, Bites will provide written certification of deletion.
20. Representations and Warranties. Customer represents and warrants to Bites that: (1) it has the right
and the authority to provide the Personal Data to Bites for its use of such Personal Data pursuant to
the Agreement and this DPA, including transfers thereof outside the EEA as stipulated hereinabove;
(2) It has provided any required notices and to the extent required, has obtained any required
consents from individuals as required by Data Protection Laws to collect and process their Personal
Data, including, through Bites (3) It is fully and solely responsible for the confidentiality, integrity and
availability, of the Personal Data it collects and provides to Bites (except when and as processed by
Bites) (4) the processing of the Personal Data including the provision thereof to Bites will not violate
any Data Protection Laws and/or any other applicable laws (5) The essence of this Agreement shall be
made available to any Data Subject by Customer upon such Data Subject’s request.
21. Indemnity. To the extent Bites shall be subject to any enforcement action or any third party claim,
based on any acts or omissions of Customer related to the Personal Data, or any failure by Customer
to comply with any applicable Data Protection Laws, Customer shall hold Bites harmless and fully
indemnify Bites at its first demand, for any expenses, losses and damages, including without
limitation, reasonable attorney’s fees and any fines and levies, incurred by Bites in connection with
and as a result of such enforcement action or claim.
22. Entire Agreement; Conflict. Except as amended by this DPA, the Agreement will remain in full force
and effect. In the event of any conflict between the terms of this DPA and the Agreement (or any
other agreements referenced in the MSA), this DPA shall prevail solely with respect to matters
specifically addressed in this DPA and relating to the processing and protection of Personal Data. With
respect to any general matters, or any matters not specifically addressed in this DPA, the Agreement
and the other agreements referenced in the MSA shall prevail.
23. Changes to this DPA. Bites may amend this DPA from time to time upon written notice to Customer.
Where an amendment is required to comply with applicable laws, regulations, regulatory guidance,
or binding requirements of a competent authority relating to the processing or protection of Personal
Data, such amendment shall become effective on the date specified in the notice. Where an
amendment is made for any other reason, such amendment shall become effective on the date
specified in the notice, provided that Customer may elect not to accept the amendment by providing
written notice of objection within thirty (30) days following receipt of the notice. In such event,
Customer may terminate the affected Services and/or the Agreement, with such termination to take
effect before the proposed effective date of the amendment or, if the amendment has already
become effective, within a reasonable period specified in Customer’s notice. Customer’s continued
use of the Services after the applicable notice period without objection shall constitute acceptance of
the amended DPA. For the avoidance of doubt, Bites shall not be required to negotiate individual
amendments to this DPA.
24. Jurisdiction and Governing Laws. The governing law and the applicable jurisdiction for any dispute
arising out of this DPA shall be as set out in the Agreement; except that with respect to Customers
having an establishment within the EEA, for any matters arising out of the Standard Contractual
Clauses, or which are arising out of the DPA but are superseded by the Standard Contractual Clauses,
the Parties submit to the jurisdiction of the competent courts of the EEA member state in which the
main establishment or the sole establishment of the Customer resides (or UK, as applicable).
Appendix 1 – Data Processing Details
1. List of Parties:
1.1. Controller (Data exporter(s) for the purpose of Standard Contractual Clauses) [fill out
Customer’s details]:
Name: as provided in the ordering documents
Address: as provided in the ordering documents
Contact person’s name, position and contact details: as provided in the ordering documents
Activities relevant to the data transferred under these Clauses: Please see under Description of the
Data Processing section
Role (controller/processor): Controller
Data Protection Officer contact details: as provided in the ordering documents
EU representative contact details: as provided in the ordering documents
1.2. Processor (Data importer(s) for the purpose of Standard Contractual Clauses):
Name: Bites Learning Ltd. (Israeli company registration number: 515519106)
Address: Retsif Herbert Samuel st. 46, Tel Aviv 6330303, Israel.
Contact person’s name, position and contact details: Eran Heffetz, CEO , eran@mybites.io
Activities relevant to the data transferred under these Clauses: performance of the Agreement, use of
the Platform and provisions of the Service.
Role (controller/processor): Processor
Data Protection Officer contact details:
EU representative contact details: Maetzler Rechtsanwalts GmbH & Co KG, Schellinggasse 3/10, 1010
Vienna, Austria
UK representative contact details: Prighter Ltd., 20 Mortlake High Street, London SW14 8JN, United
Kingdom
2. Description of data processing
2.1. Subject matter. The subject matter of data processing under this DPA is Personal Data provided
to Bites or made accessible to Bites by Customer in the context of the performance of the
Agreement, use of the Platform and provisions of the Service.
2.2. Duration. The duration of the data processing under this DPA is determined by Customer.
Customers have the sole discretion to remove any Personal Data (without prejudice to any other
right under any applicable law to request access, deletion or restriction of processing granted to
any Data Subject, to the extent granted).
2.3. Purpose. The purpose of the data processing under this DPA is to enable proper use by Customer
of the Platform and provision of the Service, as intended and provided by Bites to Customer,
under the Agreement and in accordance with terms of the Agreement.
2.4. Nature of the processing: the processing of the Personal Data is comprised of storing, analyzing,
computing, transferring, organizing and presenting of data, including without limitation the
Personal Data, as part of the Service, for the benefit of the Customer’s purposes.
2.5. Categories of Data: the Personal Data processed hereunder may contain the following: (i)
identifiers and contact information (name, email, employee ID, profile photo, telephone number,
address); (ii) employment context (job title, role, team, department, manager, location); (iii)
content engagement data (videos viewed, quiz responses, completion status, time spent); (iv)
user-generated content uploaded by Authorized Users (text, images, video, audio); (v) device and
technical data (IP address, device identifier, OS, browser, language, log data); (vi) authentication
metadata (login timestamps, SSO identifiers) (vii) any information (audio, visual or text) that may
appear in any content generated by Authorized Users and which may contain any personally
identifiable information.
2.6. Categories of data subjects: Admins, Authorized Users (typically employees, contractors, or
franchisees of Customer), and any individuals appearing in user-generated content (Bites does
not control such content).
2.7. The frequency of the processing: On an ongoing basis.
2.8. The period for which the personal data will be retained: in accordance with the DPA
3. Competent supervisory authority in accordance with Clause 13
For the controller: as shall be advised by Customer
For the processor: N/A
Appendix 2 - Bites Security Standards
https://mybites.io/security/
Appendix 3 - Definitions
Definitions. Unless otherwise defined in the Agreement, all capitalized terms used in this DPA will have
the meanings given to them below:
“Affiliate” means an entity that is either controlling, controlled by, or under a common control, with the
subject matter entity, whereby “control” shall mean the direct or indirect holding of more than 50% of
equity ownership or voting rights.
“Admin/s” shall have the meaning ascribed to this term in the Agreement
"CCPA" means California Consumer Privacy Act of 2018
“Authorized Users” shall have the meaning ascribed to this term in the Agreement.
“Data Subject” has the meaning assigned to it in the GDPR or CCPA, as applicable; any similar
corresponding classification shall apply under any applicable Data Protection Laws.
“Data Protection Laws” means all applicable laws, regulations, and requirements of regulatory guidance,
in any jurisdiction, relating to data protection, privacy, and confidentiality of personal data, including,
without limitation to GDPR, PPL or CCPA and any implementing, derivative or related legislation, rule,
regulation, and regulatory guidance, as amended, extended and re-enacted from time to time, applicable
to either party under the Agreement, including, without limitation, GDPR in relation to processing of
Personal Data of EEA Data Subjects or CCPA in relation to the processing of Personal Data of California
Data Subjects. Any reference to a legal framework, statute or other legislative enactment is a reference
to it as amended or re-enacted from time to time.
“EEA” means the European Economic Area.
“GDPR” means Regulation 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, and repealing Directive 95/46/EC (General Data Protection Regulation).
“Processing” has the meaning given to it in the Data Protection Laws, and “process”, “processes” and
“processed” will be interpreted accordingly.
“PPL” the Protection of Privacy Law 1981 and the regulations enacted thereunder, and any amendments
or replacements to the foregoing
“Security Incident” means a breach of Bites’ security leading to the accidental or unlawful destruction,
loss, alteration, unauthorized disclosure of, or access to, Personal Data.
“Service” means the various Service procured by Customer from Bites, as defined in the Agreement.
“Standard Contractual Clauses” means Appendix 4, attached to and forming part of this DPA pursuant to
the European Commission Decision of 4 June 2021 on standard contractual clauses for the transfer of
personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of
the Council.
“Personal Data” means any “personal data” or "personal Information" (as defined in the Data Protection
Laws) of End Users (as such term defined in the Agreement) that is processed through the Platfrom and
the Services; excluding any Customer Account Data, that is processed by Bites as a Controller, which
processing is outside the scope of this DPA.
“UK SCC” means the International Data Transfer Addendum to the EU Commission Standard Contractual
Clauses or the International Data Transfer Agreement as issued by the UK Commissioner under S119A(1)
of the Data Protection Act 2018, attached as Appendix [5] hereto, including any amended, extended, re-
enacted or consolidated version in force from time to time.
Appendix 4 – Standard Contractual Clauses
Standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation
(EU) 2016/679 of the European Parliament and of the Council
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) for the transfer of personal data to a third country.
(b) The Parties: (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies
(hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data
exporter’), and (ii)the entity/ies in a third country receiving the personal data from the data exporter,
directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each
‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of
these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective
legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with
respect to data transfers from controllers to processors and/or processors to processors, standard
contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified,
except to select the appropriate Module(s) or to add or update information in the Appendix. This does
not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a
wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict,
directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of
Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data
exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and
(e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause
8.1 (b) and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have
the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for
in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between
the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall
prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and
the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7 – Optional
Docking clause
(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these
Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and
signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to
these Clauses and have the rights and obligations of a data exporter or data importer in accordance with
its designation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior
to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able,
through the implementation of appropriate technical and organisational measures, to satisfy its
obligations under these Clauses.
MODULE ONE: Transfer controller to controller
8.1 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set
out in Annex I. B. It may only process the personal data for another purpose:
(i) where it has obtained the data subject’s prior consent;
(ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific
administrative, regulatory or judicial proceedings; or
(iii)where necessary in order to protect the vital interests of the data subject or of another natural person.
8.2 Transparency
(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data
importer shall inform them, either directly or through the data exporter:
(i) of its identity and contact details;
(ii) of the categories of personal data processed;
(iii) of the right to obtain a copy of these Clauses;
(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or
categories of recipients (as appropriate with a view to providing meaningful information), the purpose of
such onward transfer and the ground therefore pursuant to Clause 8.7.
(b) Paragraph (a) shall not apply where the data subject already has the information, including when such
information has already been provided by the data exporter, or providing the information proves
impossible or would involve a disproportionate effort for the data importer. In the latter case, the data
importer shall, to the extent possible, make the information publicly available.
(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by
them, available to the data subject free of charge. To the extent necessary to protect business secrets or
other confidential information, including personal data, the Parties may redact part of the text of the
Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would
otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall
provide the data subject with the reasons for the redactions, to the extent possible without revealing the
redacted information.
(d)Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and
14 of Regulation (EU) 2016/679.
8.3 Accuracy and data minimisation
(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The
data importer shall take every reasonable step to ensure that personal data that is inaccurate, having
regard to the purpose(s) of processing, is erased or rectified without delay.
(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate,
or has become outdated, it shall inform the other Party without undue delay.
(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is
necessary in relation to the purpose(s) of processing.
8.4 Storage limitation
The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which
it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance
with this obligation, including erasure or anonymization of the data and all back-ups at the end of the
retention period.
8.5 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate
technical and organisational measures to ensure the security of the personal data, including protection
against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised
disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security,
they shall take due account of the state of the art, the costs of implementation, the nature, scope, context
and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall
in particular consider having recourse to encryption or pseudonymisation, including during transmission,
where the purpose of processing can be fulfilled in that manner.
(b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data
importer shall carry out regular checks to ensure that these measures continue to provide an appropriate
level of security.
(c) The data importer shall ensure that persons authorised to process the personal data have committed
themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(d) In the event of a personal data breach concerning personal data processed by the data importer under
these Clauses, the data importer shall take appropriate measures to address the personal data breach,
including measures to mitigate its possible adverse effects.
(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural
persons, the data importer shall without undue delay notify both the data exporter and the competent
supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature
of the breach (including, where possible, categories and approximate number of data subjects and
personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to
address the breach, and iv) the details of a contact point from whom more information can be obtained.
To the extent it is not possible for the data importer to provide all the information at the same time, it
may do so in phases without undue further delay.
(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of
natural persons, the data importer shall also notify without undue delay the data subjects concerned of
the personal data breach and its nature, if necessary in cooperation with the data exporter, together with
the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented
measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would
involve disproportionate efforts. In the latter case, the data importer shall instead issue a public
communication or take a similar measure to inform the public of the personal data breach.
(g) The data importer shall document all relevant facts relating to the personal data breach, including its
effects and any remedial action taken, and keep a record thereof.
8.6 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or
philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of
uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation,
or data relating to criminal convictions or offences (hereinafter ‘sensitive data’), the data importer shall
apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the
risks involved. This may include restricting the personnel permitted to access the personal data, additional
security measures (such as pseudonymisation) and/or additional restrictions with respect to further
disclosure.
8.7 Onward transfers
The data importer shall not disclose the personal data to a third party located outside the European Union
in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless
the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an
onward transfer by the data importer may only take place if:
(i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU)
2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation
(EU) 2016/679 with respect to the processing in question;
(iii) the third party enters into a binding instrument with the data importer ensuring the same level of data
protection as under these Clauses, and the data importer provides a copy of these safeguards to the data
exporter;
(iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific
administrative, regulatory or judicial proceedings;
(v) it is necessary in order to protect the vital interests of the data subject or of another natural person;
or
(vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the
data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s),
the identity of the recipient and the possible risks of such transfer to him/her due to the lack of
appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and,
at the request of the latter, shall transmit to it a copy of the information provided to the data subject.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under
these Clauses, in particular purpose limitation.
8.8 Processing under the authority of the data importer
The data importer shall ensure that any person acting under its authority, including a processor, processes
the data only on its instructions.
8.9 Documentation and compliance
(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In
particular, the data importer shall keep appropriate documentation of the processing activities carried
out under its responsibility.
(b) The data importer shall make such documentation available to the competent supervisory authority
on request.
MODULE TWO: Transfer controller to processor
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data
exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set
out in Annex I. B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed
by the Parties, available to the data subject free of charge. To the extent necessary to protect business
secrets or other confidential information, including the measures described in Annex II and personal data,
the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but
shall provide a meaningful summary where the data subject would otherwise not be able to understand
the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the
reasons for the redactions, to the extent possible without revealing the redacted information. This Clause
is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU)
2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become
outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall
cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end
of the provision of the processing Service, the data importer shall, at the choice of the data exporter,
delete all personal data processed on behalf of the data exporter and certify to the data exporter that it
has done so, or return to the data exporter all personal data processed on its behalf and delete existing
copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with
these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the
personal data, the data importer warrants that it will continue to ensure compliance with these Clauses
and will only process it to the extent and for as long as required under that local law. This is without
prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify
the data exporter throughout the duration of the contract if it has reason to believe that it is or has
become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate
technical and organisational measures to ensure the security of the data, including protection against a
breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure
or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security,
the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope,
context and purpose(s) of processing and the risks involved in the processing for the data subjects. The
Parties shall in particular consider having recourse to encryption or pseudonymisation, including during
transmission, where the purpose of processing can be fulfilled in that manner. In case of
pseudonymisation, the additional information for attributing the personal data to a specific data subject
shall, where possible, remain under the exclusive control of the data exporter. In complying with its
obligations under this paragraph, the data importer shall at least implement the technical and
organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure
that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the
extent strictly necessary for the implementation, management and monitoring of the contract. It shall
ensure that persons authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under
these Clauses, the data importer shall take appropriate measures to address the breach, including
measures to mitigate its adverse effects. The data importer shall also notify the data exporter without
undue delay after having become aware of the breach. Such notification shall contain the details of a
contact point where more information can be obtained, a description of the nature of the breach
(including, where possible, categories and approximate number of data subjects and personal data
records concerned), its likely consequences and the measures taken or proposed to address the breach
including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as,
it is not possible to provide all information at the same time, the initial notification shall contain the
information then available and further information shall, as it becomes available, subsequently be
provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to
comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent
supervisory authority and the affected data subjects, taking into account the nature of processing and the
information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or
philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of
uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation,
or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall
apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from
the data exporter. In addition, the data may only be disclosed to a third party located outside the
European Union in the same country as the data importer or in another third country, hereinafter ‘onward
transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or
if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of
Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of
(EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the
context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another
natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under
these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate
to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data
importer shall keep appropriate documentation on the processing activities carried out on behalf of the
data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate
compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and
contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if
there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into
account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor.
Audits may include inspections at the premises or physical facilities of the data importer and shall, where
appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of
any audits, available to the competent supervisory authority on request.
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 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 exporter.
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 Service, 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 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 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 Union (in the same country as the data importer
or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by
these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of
Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 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
(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.
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 Service, 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 data, 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.
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) OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its
processing activities performed on behalf of the data exporter under these Clauses to a sub-processor
without the data exporter’s prior specific written authorisation. The data importer shall submit the
request for specific authorisation at least [Specify time period] prior to the engagement of the sub-
processor, together with the information necessary to enable the data exporter to decide on the
authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex
III. The Parties shall keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general
authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall
specifically inform the data exporter in writing of any intended changes to that list through the addition
or replacement of sub-processors at least As per the DPA 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.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor
agreement and any subsequent amendments to the data exporter. To the extent necessary to protect
business secrets or other confidential information, including personal data, the data importer may redact
the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-
processor’s obligations under its contract with the data importer. The data importer shall notify the data
exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the
event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the
data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-
processor to erase or return the personal data.
MODULE THREE: Transfer processor to processor
(a) OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its
processing activities performed on behalf of the data exporter under these Clauses to a sub-processor
without the prior specific written authorisation of the controller. The data importer shall submit the
request for specific authorisation at least [Specify time period] prior to the engagement of the sub-
processor, together with the information necessary to enable the controller to decide on the
authorisation. It shall inform the data exporter of such engagement. The list of sub- processors already
authorised by the controller can be found in Annex III. The Parties shall keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the 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 As per the DPA 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. 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
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. The data importer shall take appropriate measures to
facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the
data subject shall be in an intelligible and easily accessible form, using clear and plain language.
(b) In particular, upon request by the data subject the data importer shall, free of charge:
(i) provide confirmation to the data subject as to whether personal data concerning him/her is being
processed and, where this is the case, a copy of the data relating to him/her and the information in Annex
I; if personal data has been or will be onward transferred, provide information on recipients or categories
of recipients (as appropriate with a view to providing meaningful information) to which the personal data
has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant
to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in
accordance with Clause 12(c)(i);
(ii) rectify inaccurate or incomplete data concerning the data subject;
(iii) erase personal data concerning the data subject if such data is being or has been processed in violation
of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent
on which the processing is based.
(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease
processing for such purposes if the data subject objects to it.
(d) The data importer shall not make a decision based solely on the automated processing of the personal
data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the
data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject
or if authorised to do so under the laws of the country of destination, provided that such laws lays down
suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data
importer shall, where necessary in cooperation with the data exporter:
(i) inform the data subject about the envisaged automated decision, the envisaged consequences and the
logic involved; and
(ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express
his/her point of view and obtain review by a human being.
(e) Where requests from a data subject are excessive, in particular because of their repetitive character,
the data importer may either charge a reasonable fee taking into account the administrative costs of
granting the request or refuse to act on the request.
(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the
country of destination and is necessary and proportionate in a democratic society to protect one of the
objectives listed in Article 23(1) of Regulation (EU) 2016/679.
(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the
reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority
and/or seeking judicial redress.
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.
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.
[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent
dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set
out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a
particular sequence in seeking redress.]
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.
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.
(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 Service to them, or whose behaviour is monitored, are
located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent
supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular,
the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted
by the supervisory authority, including remedial and compensatory measures. It shall provide the
supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
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 – relevant in light of the specific
circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the
safeguards under these Clauses, including measures applied during transmission and to the processing of
the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its
best efforts to provide the data exporter with relevant information and agrees that it will continue to
cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the
competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses
and for the duration of the contract, it has reason to believe that it is or has become subject to laws or
practices not in line with the requirements under paragraph (a), including following a change in the laws
of the third country or a measure (such as a disclosure request) indicating an application of such laws in
practice that is not in line with the requirements in paragraph (a). [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 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.]
(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.
(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.
Clause 17
Governing law
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
[OPTION 1: These Clauses shall be governed by the law of one of the EU Member States, provided such
law allows for third- party beneficiary rights. The Parties agree that this shall be the law of [as per the DPA]
(specify Member State).]
[OPTION 2 (for Modules Two and Three): These Clauses shall be governed by the law of the EU Member
State in which the data exporter is established. Where such law does not allow for third-party beneficiary
rights, they shall be governed by the law of another EU Member State that does allow for third-party
beneficiary rights. The Parties agree that this shall be the law of [as per the DPA] (specify Member State).]
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 [as per the DPA] (specify country).
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 [as per the DPA] (specify Member State).
(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 [as per the DPA] (specify country).
****
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): [Identity and contact details of the data exporter(s) and, where applicable, of its/their
data protection officer and/or representative in the European Union]
See Appendix 1 of the DPA
1. Name: ...................................................................................................................................................
Address: ...............................................................................................................................................
Contact person’s name, position and contact details: ........................................................................
Activities relevant to the data transferred under these Clauses: ........................................................
Signature and date: .............................................................................................................................
Role (controller/processor): ................................................................................................................
2. .............................................................................................................................................................
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with
responsibility for data protection]
1. Name: ...................................................................................................................................................
Address: ...............................................................................................................................................
Contact person’s name, position and contact details: ........................................................................
Activities relevant to the data transferred under these Clauses: ........................................................
Signature and date: .............................................................................................................................
Role (controller/processor): ................................................................................................................
2. .............................................................................................................................................................
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
See Appendix 1 of the DPA
Categories of data subjects whose personal data is transferred
....................................................................................................................................................................
Categories of personal data transferred
....................................................................................................................................................................
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 frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
....................................................................................................................................................................
Nature of the processing
...................................................................................................................................................................
Purpose(s) of the data transfer and further processing
....................................................................................................................................................................
The period for which the personal data will be retained, or, if that is not possible, the criteria used to
determine that period
...................................................................................................................................................................
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
..................................................................................................................................................................
C. COMPETENT SUPERVISORY AUTHORITY
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
See Appendix 1 of the DPA
Identify the competent supervisory authority/ies in accordance with Clause 13
For the controller:
.....................................................................................................................................................................
For the processor:
.....................................................................................................................................................................
****
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
See Appendix 2 of the DPA
ANNEX III
LIST OF SUB-PROCESSORS
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
EXPLANATORY NOTE:
This Annex must be completed for Modules Two and Three, in case of the specific authorisation of sub-
processors (Clause 9(a), Option 1).
See section 8 of the DPA.
****
Appendix 5 – UK IDTA
International Data Transfer Addendum to the EU Commission
Standard Contractual Clauses
VERSION B1.0, in force 21 March 2022
This Addendum has been issued by the Information Commissioner for Parties making Restricted
Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for
Restricted Transfers when it is entered into as a legally binding contract.
Part 1: Tables
Table 1: Parties
Start date
Exporter (who sends the Importer (who receives
The Parties
Restricted Transfer) the Restricted Transfer)
Parties’ details Full legal name: Full legal name: Bites
Learning Ltd.
Trading name (if different):
Trading name (if different):
Main address (if a company
NA
registered address):
Main address (if a company
Official registration number
registered address): Retsif
(if any) (company number or
Herbert Samuel st. 46, Tel
similar identifier):
Aviv 6330303, Israel.
Official registration number
(if any) (company number or
similar identifier): 515519106
Key Contact Full Name (optional): Full Name (optional): Eran
Heffetz
Job Title:
Job Title: CEO
Contact details including Contact details including
email: email: eran@mybites.io
Signature (if
required for the
purposes of
Section 2)
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU ☒ The version of the Approved EU SCCs which this Addendum is
SCCs
appended to, detailed below, including the Appendix Information:
Date: : Effective Date as defined in the DPA
Reference (if any): N/A
Other identifier (if any): N/A
Or
☐ the Approved EU SCCs, including the Appendix Information and with
only the following modules, clauses or optional provisions of the
Approved EU SCCs brought into effect for the purposes of this
Addendum:
Module Module in Clause 7 Clause 11 Clause 9a Clause 9a Is personal data
operation (Docking (Option) (Prior (Time received from
Clause) Authorisa period) the Importer
tion or combined with
General personal data
Authorisa collected by the
tion) Exporter?
1
2
3
4
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set
out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is
set out in:
Annex 1A: List of Parties: Bites Learning Ltd. And Customer as detailed in DPA
Annex 1B: Description of Transfer: See Annex 1 of SCC
Annex II: Technical and organisational measures including technical and
organisational measures to ensure the security of the data: See Annex 2 of SCC
Annex III: List of Sub processors (Modules 2 and 3 only): See Annex 3 of SCC
Table 4: Ending this Addendum when the Approved Addendum Changes
Ending this Which Parties may end this Addendum as set out in Section 19:
Addendum
☒ Importer
when the
Approved
☒ Exporter
Addendum
changes ☐ neither Party
Part 2: Mandatory Clauses
Entering into this Addendum
1. Each Party agrees to be bound by the terms and conditions set out in this
Addendum, in exchange for the other Party also agreeing to be bound by this
Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by
the Parties, for the purpose of making Restricted Transfers, the Parties may
enter into this Addendum in any way that makes them legally binding on the
Parties and allows data subjects to enforce their rights as set out in this
Addendum. Entering into this Addendum will have the same effect as signing the
Approved EU SCCs and any part of the Approved EU SCCs.
Interpretation of this Addendum
3. Where this Addendum uses terms that are defined in the Approved EU SCCs
those terms shall have the same meaning as in the Approved EU SCCs. In
addition, the following terms have the following meanings:
Addendum This International Data Transfer Addendum which is made
up of this Addendum incorporating the Addendum EU
SCCs.
Addendum EU SCCs The version(s) of the Approved EU SCCs which this
Addendum is appended to, as set out in Table 2, including
the Appendix Information.
Appendix Information As set out in Table 3.
Appropriate The standard of protection over the personal data and of
Safeguards data subjects’ rights, which is required by UK Data
Protection Laws when you are making a Restricted
Transfer relying on standard data protection clauses
under Article 46(2)(d) UK GDPR.
Approved Addendum The template Addendum issued by the ICO and laid
before Parliament in accordance with s119A of the Data
Protection Act 2018 on 2 February 2022, as it is revised
under Section 18.
Approved EU SCCs The Standard Contractual Clauses set out in the Annex of
Commission Implementing Decision (EU) 2021/914 of 4
June 2021.
ICO The Information Commissioner.
Restricted Transfer A transfer which is covered by Chapter V of the UK GDPR.
UK The United Kingdom of Great Britain and Northern
Ireland.
UK Data Protection All laws relating to data protection, the processing of
Laws personal data, privacy and/or electronic communications
in force from time to time in the UK, including the UK
GDPR and the Data Protection Act 2018.
UK GDPR As defined in section 3 of the Data Protection Act 2018.
4. This Addendum must always be interpreted in a manner that is consistent with
UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide
the Appropriate Safeguards.
5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs
in any way which is not permitted under the Approved EU SCCs or the Approved
Addendum, such amendment(s) will not be incorporated in this Addendum and
the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and
this Addendum, UK Data Protection Laws applies.
7. If the meaning of this Addendum is unclear or there is more than one meaning,
the meaning which most closely aligns with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that
legislation (or specific provision) as it may change over time. This includes
where that legislation (or specific provision) has been consolidated, re-enacted
and/or replaced after this Addendum has been entered into.
Hierarchy
9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs
prevail over all related agreements between the parties, the parties agree that,
for Restricted Transfers, the hierarchy in Section 10 will prevail.
10.Where there is any inconsistency or conflict between the Approved Addendum
and the Addendum EU SCCs (as applicable), the Approved Addendum overrides
the Addendum EU SCCs, except where (and in so far as) the inconsistent or
conflicting terms of the Addendum EU SCCs provides greater protection for data
subjects, in which case those terms will override the Approved Addendum.
11.Where this Addendum incorporates Addendum EU SCCs which have been
entered into to protect transfers subject to the General Data Protection
Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this
Addendum impacts those Addendum EU SCCs.
Incorporation of and changes to the EU SCCs
12.This Addendum incorporates the Addendum EU SCCs which are amended to the
extent necessary so that:
a. together they operate for data transfers made by the data exporter to the data importer, to
the extent that UK Data Protection Laws apply to the data exporter’s processing when
making that data transfer, and they provide Appropriate Safeguards for those data
transfers;
b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
c. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the
laws of England and Wales and (2) any dispute arising from it is resolved by the courts of
England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland
have been expressly selected by the Parties.
13.Unless the Parties have agreed alternative amendments which meet the
requirements of Section 12, the provisions of Section 15 will apply.
14.No amendments to the Approved EU SCCs other than to meet the requirements
of Section 12 may be made.
15.The following amendments to the Addendum EU SCCs (for the purpose of
Section 12) are made:
a. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
b. In Clause 2, delete the words:
“and, with respect to data transfers from controllers to processors and/or processors to
processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU)
2016/679”;
c. Clause 6 (Description of the transfer(s)) is replaced with:
“The details of the transfers(s) and in particular the categories of personal data that are
transferred and the purpose(s) for which they are transferred) are those specified in
Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when
making that transfer.”;
d. Clause 8.7(i) of Module 1 is replaced with:
“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the
UK GDPR that covers the onward transfer”;
e. Clause 8.8(i) of Modules 2 and 3 is replaced with:
“the onward transfer is to a country benefitting from adequacy regulations pursuant to
Section 17A of the UK GDPR that covers the onward transfer;”
f. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard
to the processing of personal data and on the free movement of such data (General Data
Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”.
References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent
Article or Section of UK Data Protection Laws;
g. References to Regulation (EU) 2018/1725 are removed;
h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and
“EU or Member State” are all replaced with the “UK”;
i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause
11(c)(i)”;
j. Clause 13(a) and Part C of Annex I are not used;
k. The “competent supervisory authority” and “supervisory authority” are both replaced with the
“Information Commissioner”;
l. In Clause 16(e), subsection (i) is replaced with:
“the Secretary of State makes regulations pursuant to Section 17A of the Data
Protection Act 2018 that cover the transfer of personal data to which these clauses
apply;”;
m. Clause 17 is replaced with:
“These Clauses are governed by the laws of England and Wales.”;
n. Clause 18 is replaced with:
“Any dispute arising from these Clauses shall be resolved by the courts of England and
Wales. A data subject may also bring legal proceedings against the data exporter and/or
data importer before the courts of any country in the UK. The Parties agree to submit
themselves to the jurisdiction of such courts.”; and
o. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for
footnotes 8, 9, 10 and 11.
Amendments to this Addendum
16.The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU
SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
17.If the Parties wish to change the format of the information included in Part 1:
Tables of the Approved Addendum, they may do so by agreeing to the change in
writing, provided that the change does not reduce the Appropriate Safeguards.
18.From time to time, the ICO may issue a revised Approved Addendum which:
a. makes reasonable and proportionate changes to the Approved Addendum, including
correcting errors in the Approved Addendum; and/or
b. reflects changes to UK Data Protection Laws;
The revised Approved Addendum will specify the start date from which the changes
to the Approved Addendum are effective and whether the Parties need to
review this Addendum including the Appendix Information. This Addendum is
automatically amended as set out in the revised Approved Addendum from the
start date specified.
19.If the ICO issues a revised Approved Addendum under Section 18, if any Party
selected in Table 4 “Ending the Addendum when the Approved Addendum
changes”, will as a direct result of the changes in the Approved Addendum have
a substantial, disproportionate and demonstrable increase in:
a its direct costs of performing its obligations under the Addendum; and/or
b its risk under the Addendum,
and in either case it has first taken reasonable steps to reduce those costs or risks
so that it is not substantial and disproportionate, then that Party may end this
Addendum at the end of a reasonable notice period, by providing written notice
for that period to the other Party before the start date of the revised Approved
Addendum.
20.The Parties do not need the consent of any third party to make changes to this
Addendum, but any changes must be made in accordance with its terms.
Alternative Part 2 Mandatory Clauses:
Mandatory Part 2: Mandatory Clauses of the Approved Addendum, being
Clauses the template Addendum B.1.0 issued by the ICO and laid
before Parliament in accordance with s119A of the Data
Protection Act 2018 on 2 February 2022, as it is revised under
Section 18 of those Mandatory Clauses.