Vector Solutions

Data Processing Agreement Addendum

Vector Solutions Data Processing Agreement Addendum (DOMESTIC - USA)

 

This Data Processing Agreement Addendum (“DPA”) is effectively incorporated into the Service Agreement concurrently entered into between Service Provider and Client.

1. Scope

1.1 This Data Processing Agreement Addendum (this “DPA”) is effective as of the Effective Date of the Software as a Service Client Agreement (the “Service Agreement”) by and between the Vector Solutions entity identified therein having its registered office and principal place of business at 4890 W. Kennedy Boulevard, Tampa, FL 33609, also known and referred to herein as “Vector Solutions” or “Service Provider” and the entity identified on the signature page of the executed the Service Agreement (“Client”) (each a “Party,” collectively the “Parties”). In the event of a conflict between any provisions of, or attachments to, the Agreement and the provisions of this DPA, the provisions of this DPA shall govern and control.

1.2 From time to time, the Parties may amend this DPA to clarify the understanding of the relationship of the Parties with respect to Data Protection Laws, as herein defined, effective after the effective date of this DPA, and to clarify the obligations of each Party thereunder.

 

2. Definitions

2.1Personal Information” means information about an individual that (i) can be used to identify, contact, or locate a specific individual; (ii) can be combined with other information that is linked to a specific individual to identify, contact, or locate a specific individual; and/or (iii) is defined as “personal data” or “personal information” by applicable Data Protection Law.

2.2Security Incident” means (i) any act or omission that compromises either the security, confidentiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of Personal Information, or (ii) receipt of a complaint in relation to the privacy and data security practices of Service Provider or a breach or alleged breach of this DPA. Without limiting the foregoing, a compromise shall include any unauthorized access to, disclosure of, or acquisition of Personal Information.

2.3Data Protection Laws” means all applicable laws, regulations, and requirements of regulatory guidance, in any jurisdiction anywhere in the world, relating to data protection, privacy, and confidentiality of Personal Data—including, where applicable, the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and the California Consumer Privacy Act, sections 1798.100 to 1798.199, Cal. Civ. Code (2018) (“CCPA”)—and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended and re-enacted from time to time.

2.4Data Subject” means an identified or identifiable natural person to whom Personal information relates.

2.5Processing” means any operation or set of operations which is performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

Any capitalized terms not otherwise defined in this DPA shall have the meaning given to them in the Agreement.

 

3. Obligations

3.1 Client shall determine the scope, purposes, and manner by which the Personal Information in Schedule 1 may be accessed or Processed by Service Provider.

3.2 Client is responsible for compliance with its obligations as a data controller (or the equivalent) under Data Protection Laws, in particular for justification of any transmission of Personal Information to Service Provider (including providing any required notices of the engagement of Service Provider for Processing, and obtaining any required consents and/or authorizations, or otherwise securing an appropriate legal basis under Data Protection Laws, where applicable), and for its decisions and actions concerning the Processing of such Personal Information.

3.3 Service Provider is responsible for compliance with its obligations as a data processor (or the equivalent) under Data Protection Laws. Service Provider and any persons acting under its authority including any of its employees, agents, contractors and/or subprocessors shall Process the Personal Information only as set forth in Client’s written instructions as specified in the Agreement and this DPA to the extent such Processing is required for the provision of Service Provider’s services.

3.4 Without prejudice to any existing contractual arrangements between the Parties, Service Provider shall treat all Personal Information as confidential and shall inform all its employees, agents, contractors and/or subprocessors engaged in Processing Personal Information of the confidential nature of the Personal Information consistent with the confidentiality provisions set forth in the Agreement. Service Provider shall ensure that all such persons or parties are bound to a duty of confidentiality or are under an appropriate statutory obligation of confidentiality.

3.5 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Service Provider shall implement reasonable and appropriate technical and organizational measures designed to protect the Personal Information against unauthorized or unlawful Processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction, or damage. Service Provider’s or its subprocessors’ adherence to either an approved code of conduct or to an approved certification mechanism recognized under Data Protection Law may be used to satisfy the requirements of this Section.

3.6 Service Provider shall not sell (for monetary consideration), retain, use, or otherwise disclose Personal Information for any purpose other than for performing the services described in the Agreement in accordance with the Client’s written instructions, or as otherwise permitted by law.

3.7 Service Provider shall reasonably assist Client by appropriate technical and organizational measures for the fulfillment of Client’s obligation to respond to requests for exercising the Data Subject’s rights under Data Protection Laws.

3.8 Service Provider shall notify Client without undue delay of becoming aware of any Security Incident, as defined above. Service Provider shall use reasonably commercial efforts to provide Client with sufficient information to allow it to meet any obligations to inform regulators and/or Data Subjects of the Security Incident, and to perform an investigation into the Security Incident. The obligations herein shall not apply to Security Incidents caused by Client.

3.9 If Service Provider receives any subpoena, judicial, administrative, or arbitral order of an executive or administrative agency, regulatory agency, or other governmental authority which relates to the Processing of Personal Information (“Disclosure Request”), it shall promptly pass on such Disclosure Request to Client without responding to it, unless otherwise required by applicable law (including to provide an acknowledgement of receipt to the authority that made the Disclosure Request).

3.10 Where required, the Parties agree to negotiate in good faith and enter into any further data processing or transfer agreement, including any standard contractual clauses for transfers of data outside of the country where the personal data originates, as may be required to comply with Data Protection Laws.

3.11 It is the Parties’ good faith belief that Service Provider’s services under the Agreement do not implicate any applicable cybersecurity or national security laws of any country. In an abundance of caution, Client shall be responsible for any cybersecurity or national security obligations arising out of its use of Service Provider’s services outside of the United States, including any data localization requirements or security assessments of a foreign jurisdiction. Service Provider shall exercise good faith in cooperating with Client in demonstrating such compliance, if needed.

 

4. Indemnification and Limitation of Liability

4.1 The indemnification and limitation of liability provisions in the Agreement are incorporated herein by reference and made a part of this DPA and shall apply to any claim arising out of a breach of this DPA.

4.2 Notwithstanding the forgoing, each Party acknowledges that its breach of this DPA may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this DPA, as well as such further relief as may be granted by a court of competent jurisdiction.

 

5. Duration and Termination

5.1 The termination or expiration of this DPA shall not discharge Service Provider from its confidentiality obligations pursuant to the Agreement and this DPA. Service Provider shall Process Personal Information until the date of expiration or termination of the Agreement, unless instructed otherwise by Client, or until such data is returned, de-identified, or destroyed on instruction of Client.

5.2 Upon termination or expiration of this DPA or at any time at Client’s written request, Service Provider shall return to Client, or destroy, all Personal Information, except as otherwise permitted by Data Protection Law or other applicable laws or regulations.

 

6. Miscellaneous

6.1 Any disputes arising from or in connection with this DPA shall be brought as set forth in the Agreement.

6.2 Notice by one Party to the other Party shall be made as set forth in the Agreement.

6.3 This DPA may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties deliver this DPA by facsimile or email transmission.

Exhibit 1

Subject Matter and Nature of Processing,
Categories of Personal Information,
Categories of Data Subjects

Subject Matter and Nature of Processing, Categories of Personal Information, Categories of Data Subjects
A. The subject matter and duration of the processing of Personal Data: The subject matter and duration are set out in the Agreement
B. The nature and purpose of the processing of Personal Data: That which is necessary to perform Services pursuant to the terms and conditions of the Agreement, as further specified in any attachments, exhibits, and any schedules thereto, and as further instructed by Controller in its use of the Services.
C. The types of Personal Data to be Processed: Names; user profiles; contact information; unique ID (employee or student number); geo-location data; device identifiers; monitoring information, including a user’s interaction with the Services; geolocation data.
D. The categories of Data Subjects to whom the Personal Data relates: Authenticated users (employees, consumers, students).

Vector Solutions Data Processing Agreement Addendum Global-International

 

This Data Processing Addendum (“DPA”) is effectively incorporated into the Service Agreement concurrently entered into between Service Provider and Client.

1. Scope

1. This Data Processing Agreement Addendum (this “DPA”) is effective as of the Effective Date of the Software as a Service Client Agreement (the “Service Agreement”) by and between the Vector Solutions entity identified therein having its registered office and principal place of business at 4890 W. Kennedy Boulevard, Tampa, FL 33609, also known and referred to herein as “Vector Solutions” or “Service Provider” and the entity identified on the signature page of the executed the Service Agreement together with its Affiliates (for so long as they remain Affiliates), referred to herein as “Customer”, “Client”, or “Controller” (each a “Party,” collectively the “Parties”). By entering into the associated Service Agreement, the terms and conditions of this Data Processing Agreement Addendum shall govern the Parties’ collection, storage, transfer, use, retention, and other processing of personal data.

2. This DPA addresses the Parties’ compliance obligations under Data Protection Laws and contemplates future privacy legislation and regulations.

3. An overview of the categories of Personal Data, the categories of Data Subjects, and the nature and purposes for which the Personal Data are being processed is provided in Schedule 1.

4. If the Controller signing this DPA is a party to the Service Agreement, in consideration of the mutual obligations set out herein, the Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Service Agreement. Except as set forth or modified below, the terms of the Service Agreement shall remain in full force and effect. In the event of a conflict between any provisions of the Service Agreement and the provisions of this DPA, the provisions of this DPA shall govern and control unless otherwise stated herein.

 

2. Definitions

Any capitalized terms not otherwise defined in this DPA, including this Section, shall have the meaning given to them in the Service Agreement.

1. “Data Protection Laws” means all applicable laws with respect to Personal Data processed pursuant to this DPA and the Services Agreement in respect of which the Parties are subject, which may include the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and/or the California Consumer Privacy Act, sections 1798.100 to 1798.199, Cal. Civ. Code (2018), as may be amended, as well as all regulations promulgated thereunder from time to time implementing or supplementing any such applicable laws.

2. “Personal Data,” “Data Subject,” “Consent,” “Processing,” and “Supervisory Authority” shall carry the meanings set forth under the GDPR.

3. Insofar as Vector Solutions will be processing Personal Data subject to the CCPA on behalf of Controller in the course of the performance of this Agreement, the terms “Business Purpose,” “Service Provider,” and “Sell” shall carry the meanings set forth in the CCPA, with “Personal Data” carrying the meaning of “Personal Information” under the CCPA, and being limited to that data which is collected or processed by Vector Solutions in providing the services set forth in the Services Agreement.

4. “Standard Contractual Clauses” means the contractual clauses set out in Schedule 4, pursuant to 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.

5. “Subprocessor” means a third party subprocessor or subcontractor, other than a subsidiary or affiliate of Vector Solutions, engaged by Vector Solutions to process Personal Data as set forth in Section 3.2.

 

3. Purposes of Processing

1. Controller shall determine the scope, purposes, and manner by which the Personal Data in Schedule 1 may be accessed or processed by Vector Solutions. Controller is responsible for compliance with its obligations as a data controller under Data Protection Laws, in particular for justification of any transmission of Personal Data to Vector Solutions (including providing any required notices of the engagement of Vector Solutions for processing, and obtaining any required consents and/or authorizations, or otherwise securing an appropriate legal basis under the GDPR, where applicable), and for its decisions and actions concerning the processing of such Personal Data.

2. Vector Solutions, and any persons acting under its authority including any of its Affiliates and Subprocessors as set forth in Section 6, shall process the Personal Data in Schedule 1 only as set forth in Controller’s written instructions as specified in the Service Agreement and this DPA to the extent such processing is required for the provision of the Services. Vector Solutions is responsible for compliance with its obligations under this DPA and for compliance with its obligations as a data processor and/or Service Provider under Data Protection Laws.

3. Additional instructions shall require prior written agreement between the Parties. The Parties shall negotiate in good faith with respect to any additional instructions, and Vector Solutions reserves the right to charge an additional fee for carrying out such additional instructions.

4. Vector Solutions shall immediately notify Controller if, in its opinion, any instruction infringes any Data Protection Law. Such notification will not constitute a general obligation on the part of Vector Solutions to monitor or interpret any Data Protection Law for Controller, and such notification will not constitute legal advice to Controller.

5. The Parties have entered into a Service Agreement in order to benefit from Vector Solutions’ capabilities in processing the Personal Data for the purposes set out in Schedule 1. Vector Solutions shall be allowed to exercise its own discretion in the selection and use of such means as it considers necessary to pursue those purposes, provided that all such discretion is compatible with the requirements of this DPA, in particular Controller’s written instructions.

 

4. Security; Confidentiality

1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Controller and Vector Solutions shall implement appropriate technical and organizational measures to ensure a level of security of the processing of Personal Data appropriate to the risk. These measures shall include, at a minimum, the security measures agreed upon by the Parties in Schedule 2.

2. The Parties’ adherence to either an approved code of conduct or to an approved certification mechanism recognized under any Data Protection Law and/or applicable U.S. law may be used as an element by which the Parties may demonstrate compliance with the requirements set out in Section 4.1, provided that the requirements contained in Schedule 2 are also addressed by such code of conduct or certification mechanism.

3. Without prejudice to any existing contractual arrangements between the Parties, Vector Solutions shall treat all Personal Data as Confidential Information and it shall inform all its employees, agents and/or approved Subprocessors engaged in processing the Personal Data of the confidential nature of the Personal Data. Vector Solutions shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.

 

5. Subprocessors

1. Subject to the terms and restrictions specified in Sections 3.2 and 4.3, Controller agrees that Vector Solutions may engage Subprocessors to assist in the performance of the Services. Controller grants its authorization for Vector Solutions to engage the Subprocessors listed in Schedule 3, as may be modified by Vector Solutions from time to time as provided in Section 5.2 below.

2. Vector Solutions shall inform Controller of the addition or replacement of Subprocessors listed in Schedule 3.

 

6. Return or Deletion of Personal Data

1. If the Service Agreement provides for a procedure for retention of Personal Data following termination or expiration of the Agreement, it shall govern and control. Otherwise, this Section 6 shall apply.

2. Following termination of the Service Agreement, Controller has the right to have the Personal Data it provided deleted or returned. Controller is advised to take appropriate action to back up or otherwise store separately any Personal Data prior to termination of the Service Agreement. Vector Solutions will use commercially reasonable efforts to promptly de-identify and/or delete all copies of Personal Data from its systems, thereby rendering such Personal Data unrecoverable, except as may be required by law.

 

7. Return or Deletion of Personal Data

1. Vector Solutions shall reasonably assist Controller by appropriate technical and organizational measures for the fulfillment of Controller’s obligation to respond to requests for exercising the data subject’s rights under Data Protection Laws.

2. Taking into account the nature of processing and the information available to Vector Solutions, it shall assist Controller in ensuring compliance with obligations pursuant to Section 4 (Security; Confidentiality), as well as Controller’s other obligations under Data Protection Laws that are relevant to the Personal Data processing described in Schedule 1.

 

8. Reportable Incident Management and Notification

1. If the Service Agreement provides for a procedure for reporting a security incident involving Personal Data, it shall govern and control. Otherwise, this Section 8 shall apply.

2. If Vector Solutions becomes aware of (i) any unauthorized access, acquisition or processing of, or the accidental deletion or loss of, Personal Data, or any form of unlawful processing of Personal Data; or (ii) an investigation into or seizure of the Personal Data by any governmental authority or law enforcement, or a specific indication that such an investigation or seizure is imminent (each a “Reportable Incident”), it shall promptly notify Controller about the Reportable Incident, shall at all times use reasonable efforts to cooperate with Controller, and shall follow Controller’s written instructions with regard to such Reportable Incident, in order to enable Controller to perform a reasonable, thorough investigation into the Reportable Incident, to formulate a correct response, and to take suitable further steps in respect of the Reportable Incident. Any notifications made to Controller pursuant to this Section shall be addressed to the employee of Controller whose contact details are provided on the signature page.

3. Vector Solutions shall make reasonable efforts to identify the cause of such Reportable Incident and take those steps as Vector Solutions deems necessary and reasonable in order to remediate the cause of such a Reportable Incident to the extent remediation is within Vector Solutions’ reasonable control. The obligations herein shall not apply to Reportable Incidents that are caused by Controller or Controller’s authorized users.

 

9. Legally Required Disclosures

1. If Vector Solutions receives any subpoena, judicial, administrative or arbitral order of an executive or administrative agency, regulatory agency, or other governmental authority which relates to the processing of Personal Data (“Disclosure Request”), it will promptly pass on such Disclosure Request to Controller without responding to it, unless otherwise required by applicable law (including to provide an acknowledgement of receipt to the authority that made the Disclosure Request).

2. At Controller’s reasonable request, Vector Solutions will provide Controller with information in its possession that may be responsive to the Disclosure Request and any assistance reasonably required for Controller to respond to the Disclosure Request in a timely manner.

10. Regional-Specific Provisions

1. Sections 10.1.1-10.1.3 apply only if the GDPR applies to the processing of the Personal Data.

10.1.1 Audits. At the request of Controller, and at Controller’s expense, Vector Solutions shall demonstrate the measures it has taken pursuant to Section 4.1 and shall allow Controller or a third-party Controller hires to audit and test such measures. Controller shall be entitled, upon giving at least 30 days’ written notice to Vector Solutions, to carry out, or have carried out by a third party hired by Controller and who has entered into a confidentiality agreement acceptable to Vector Solutions, audits of Vector Solutions’ operations as these relate to the processing of the Personal Data. Vector Solutions shall cooperate with such audits carried out by or on behalf of Controller and shall grant Controller’s auditors reasonable access to any premises and devices involved with the processing of the Personal Data. Such audits shall be conducted during normal business hours and shall not unreasonably interfere with Vector Solutions’ operations. Vector Solutions shall provide Controller and/or Controller’s auditors with access to any information relating to the processing of the Personal Data as may be reasonably required by Controller to ascertain Vector Solutions’ compliance with this DPA.

10.1.2 Certifications. In lieu of an audit, if Vector Solutions has an external audit firm that performs a certified review that is directly applicable to this DPA and in particular Section 4.1, Controller may choose to review the audit results (e.g., a SOC2, Type II audit of data security controls). Controller reserves the right to determine if the certified reviews are sufficient for the purpose of its audit. Each Party shall bear its own costs in relation to any audit(s) under this Section 10.1.2, unless the Parties otherwise agree in writing.

10.1.3 Data Protection Impact Assessments. Upon Controller’s request and at its sole expense, Vector Solutions shall provide Controller with reasonable cooperation and assistance needed to fulfil Controller’s obligation under the GDPR to carry out a data protection impact assessment related to Controller’s use of the Services, or to demonstrate compliance with Article 28, to the extent Controller does not already have access to the relevant information, and to the extent such information is available to Vector Solutions. Vector Solutions shall provide reasonable assistance to Controller in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section, to the extent required under the GDPR.

2. Sections 10.2.1-10.2.3 apply only if the CCPA, or its amendments, apply to the processing of the Personal Data.

10.2.1 It is the intent of the Parties that they are not “selling” Personal Data belonging to California consumers, as that term is defined in the CCPA, because the transfer or sharing of such data is necessary to perform a business purpose as set forth in the Service Agreement.

10.2.2 Vector Solutions shall only use the Personal Data for the specific purpose(s) of performing the services specified in the Service Agreement, including any Statement of Work appended thereto, and within the direct business relationship with Client, and as otherwise permitted by the CCPA.

10.2.3 The Parties certify that they have read and understand the CCPA and will comply with it.

11. International Transfers.

1. The Personal Data subject to this DPA shall be hosted in the United States data center region specified in the Service Agreement, unless otherwise specified in any attachments, exhibits, and any schedules thereto.

2. Vector Solutions shall only collect transferred Personal Data as reasonably necessary for lawful purposes connected with the Services and pursuant to Controller’s instructions.

3. If required by Data Protection Laws, the Parties agree that the transfer of Personal Data originating from source country, if not located within the same country, will be subject to the terms of the Standard Contractual Clauses incorporated in Schedule 4 to the extent regulated by the GDPR. The Parties understand that: (i) Controller will act as the data exporter on its own behalf and on behalf of any of its Affiliates and related entities; (ii) Vector Solutions will act on its own behalf and/or on behalf of its relevant Affiliates as the data importers; and (iii) any Subprocessors will act as “subcontractors” pursuant to Clause 11 of the Standard Contractual Clauses. The terms of this DPA shall be read in conjunction with the Standard Contractual Clauses. To the extent there is no pending or anticipated international transfer of Personal Data, Vector Solutions shall promptly notify Controller of any planned or permanent or temporary transfers of Personal Data to a country outside the source country without an adequate level of protection and shall only perform such a transfer after obtaining authorization from Controller.

11.4 It is the Parties’ good faith belief that the Services do not implicate any applicable cybersecurity or national security laws of any particular country (such as China, Russia or any similar locations with data localization requirements or security assessments ). In an abundance of caution, Client shall be responsible for any cybersecurity or national security obligations arising out of its use of the Services in China, Russia, and such other similar jurisdictions, including any data localization requirements or security assessments. Vector Solutions shall cooperate with Client in demonstrating such compliance, if needed. Client’s obligations under Section 12 (Indemnification, Limitations on Liability ) below, shall extend to include any claim that Client breached any such cybersecurity or national security laws.

 

12. Indemnification, Limitations on Liability

1. The indemnification and limitations on liability provisions in the Service Agreement are incorporated herein by this referenced and made a part of this DPA and shall apply to any claim arising out of a breach of this DPA.

2. The indemnification provision in the Service Agreement, if any, shall be read in conjunction with Clause 13 of the Standard Contractual Clauses in Schedule 4, to the extent the claim arises out of the transfer of Personal Data out of the EEA and the GDPR applies.

 

13. Duration and Termination

The termination or expiration of this DPA shall not discharge Vector Solutions from its confidentiality obligations pursuant to Section 4.3. Vector Solutions shall process Personal Data until the date of expiration or termination of the Service Agreement, unless instructed in writing otherwise by Controller, or until such data is returned, de-identified, or destroyed on instruction of Controller.

 

14. Miscellaneous

Vector Solutions reserves the right, at its discretion, to change, modify, add, or remove portions of this DPA at any time, giving Client an opportunity to approve of such changes, which shall not be unreasonably withheld, conditioned, or delayed. Your continued use of the Services after the notification of the changes constitutes your binding acceptance of such changes.

 

15. Counterparts and Notice

This DPA, inclusive of all Schedules (1, 2, 3, and 4), shall become legally binding once executed by both Parties. This DPA may be executed in counterparts and each signed counterpart shall be deemed an original, and all of which together shall constitute one and the same agreement and instrument. A digital reproduction, portable document format (“.pdf”) or other reproduction of this DPA may be executed by one or more parties hereto and delivered by such party by electronic signature complying with the U.S. federal ESIGN Act of 2000 (including signature via DocuSign or similar services), email, facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Any counterparts of this DPA so executed and delivered shall be considered valid, binding, and effective for all purposes. If the Service Agreement sets forth a notice procedure, it shall govern and control. Otherwise, notice pursuant to this DPA shall be made in writing and sent to the address or email for the Party, as specified below. Such notices will be deemed received at such addresses upon the earlier of (a) actual receipt or (b) delivery in person, by email with written confirmation of receipt, or by certified mail return receipt requested.

Schedule 1
Types Of Personal Data,
Nature and Subject Matter of Processing,
Categories of Data Subjects

Subject Matter and Nature of Processing, Categories of Personal Information, Categories of Data Subjects
A. The subject matter and duration of the processing of Personal Data: The subject matter and duration are set out in the Service Agreement, as may be further specified in any attachments, exhibits, and any schedules thereto.
B. The nature and purpose of the processing of Personal Data: The nature and purpose of the processing is that which is necessary to perform Services pursuant to the terms and conditions of the Agreement, as further specified in any attachments, exhibits, and any schedules thereto, and as further instructed by Controller in its use of the Services.
C. The types of Personal Data to be processed: Names; user profiles; contact information; phone number; unique ID (users, employee or student number); geo-location data; device identifiers; monitoring information, including a user’s interaction with the Services; geolocation data; content of communications (video, audio, and/or photograph); and health-screening information (e.g., symptoms).
D. The categories of Data Subjects to whom the Personal Data relates: Authenticated users (employees, agents, contractors, consultants, consumers, students).

Schedule 2
Security Measures

Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Controller and Vector Solutions shall:

  1. maintain a written information security policy or policies applicable to the processing of Personal Data, which at a minimum shall include processes to cover the measures set forth in this Schedule;
  2. ensure that the Personal Data can be accessed only by authorized personnel for the purposes set forth in Schedule 1;
  3. take all reasonable measures to prevent unauthorized access to the Personal Data through the use of appropriate physical and logical (passwords) entry controls, and logging and monitoring access to data and virtual infrastructure;
  4. limit access to the virtual infrastructure based on role in the company and technical expertise;
  5. use strong passwords, strong cryptography and industry best practices where reasonably feasible (e.g., two-factor authentication) for authenticating users and authorizing access to data, application and virtual infrastructure;
  6. on a regular basis analyze risks that are presented by processing, for example from accidental or unlawful destruction, loss, or alteration, unauthorized or unlawful storage, processing, access or disclosure of Personal Data;
  7. on a regular basis, conduct limited as well as company-wide risk simulations playing out scenarios to test the effectiveness of dealing with risks associated with the processing, including testing risk entry points and recovery from failure;
  8. pseudonymize and/or encrypt Personal Data where appropriate;
  9. maintain the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
  10. regularly review the changing requirement for compliance with relevant data security and data protection regulation and corporate best practices; and
  11. provide employee and contractor training to ensure ongoing capabilities to carry out the security measures established in policy.

Schedule 3
List of Approved Subprocessors

The controller has authorized the use of the following sub-processors:

Amazon Web Services, Inc., Google, Inc., Apple, Inc., OpenMarket, Inc., PubNub, Inc., Microsoft Azure, Rackspace, Inc.

If there are any changes to the above list of approved Subprocessors, Vector Solutions shall notify Controller, which may be accomplished by contacting Client using the contact information in the signature block.

Schedule 4
Standard Contractual Clauses (Processors)

A.

Name of the data exporting organisation: See Controller listed above
Address: As Set forth in the Service Agreement

Other information needed to identify the organisation
(the data exporter)

And

Name of the data importing organisation: See Vector Solutions listed above
Address: As set forth in the Service Agreement

Other information needed to identify the organisation

(the “data importer”)
each a “party”; together “the parties”,

B. DESCRIPTION OF TRANSFER - See Schedule 1

C. COMPETENT SUPERVISORY AUTHORITY

Supervisory Authority(ies) provided in Clause 13.

Standard Contractual Clauses for Personal Data Transfers from an EU Controller to a Processor Established in a Third Country (Controller-to-Processor Transfers)

SECTION I
CLAUSE 1

Purpose and Scope:

  1. 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.
  2. The parties:
  1. 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 Schedule 4.A (hereinafter each 'data exporter'), and
  2. 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 Schedule 4.A (hereinafter each 'data importer')
    have agreed to these standard contractual clauses (hereinafter: 'Clauses').
  1. These Clauses apply with respect to the transfer of personal data as specified in Schedule 1.
  2. The Schedules to these Clauses form an integral part of these Clauses.

CLAUSE 2

Effect and invariability of the Clauses

  1. 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.
  2. 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

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
  1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  2. 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);
  3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
  4. Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
  5. Clause 13;
  6. Clause 15.1(c), (d) and (e);
  7. Clause 16(e);
  8. Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
  1. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

CLAUSE 4

Interpretation:

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. 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 Schedule 1.

SECTION II – OBLIGATIONS OF THE PARTIES
CLAUSE 8

8.1 Instructions

  1. 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.
  2. 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 Schedule 1 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 Schedule 2 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 Schedule 1. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

  1. 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 Schedule 2. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  2. 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.
  3. 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.
  4. 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 Schedule 1.

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:

  1. 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;
  2. 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;
  3. 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
  4. 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

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. 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.
  3. 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.
  4. 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.
  5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

CLAUSE 9

Use of sub-processors:

  1. GENERAL WRITTEN AUTHORISATION The data importer has the data exporter's general authorisation for the engagement of sub-processor(s) from an agreed list set forth in Schedule 3. 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 thirty (30) 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.
  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  3. 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.
  4. 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.
  5. 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

  1. 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.
  2. 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 Schedule 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.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

CLAUSE 11

  1. 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.
  2. 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.
  3. 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:
  1. 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;
  2. refer the dispute to the competent courts within the meaning of Clause 18.
  1. 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.
  2. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  3. 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:

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

CLAUSE 13

Supervision:

  1. 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 Schedule .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 Schedule 4.C, shall act as competent supervisory authority.

  2. Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Schedule 4.C, shall act as competent supervisory authority.

    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

  1. 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.
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
  1. 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;
  2. 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;
  3. 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.
  1. 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.
  2. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  3. 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).
  4. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

CLAUSE 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

  1. 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:
  1. 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
  2. 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.
  1. 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.
  2. 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.).
  3. 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.
  4. 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

  1. 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).
  2. 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.
  3. 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

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  2. 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).
  3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
  1. 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;
  2. the data importer is in substantial or persistent breach of these Clauses; or
  3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
  1. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
  2. 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

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 Ireland.

CLAUSE 18

Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  2. The Parties agree that those shall be the courts of the Member State in which the data exporter is established.
  3. 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.
  4. The Parties agree to submit themselves to the jurisdiction of such courts.
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