Updated June 1st, 2022.

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1. Introduction

This Personal Data Processing Agreement (”Annex”) is an inseparable part of the agreement between Hybr1d Technologies Pte. Ltd. (”Provider”) and the Customer to whom ZenAdmin provides the Service (”Customer”) (”Agreement”).

The purpose of this Annex is to agree on the privacy and data protection of the Personal Data of the Controller in the services of the Provider. This Annex constitutes a written agreement in accordance with the EU General Data Protection Regulation (679/2016) (“Regulation”) concerning the processing of personal data.

If the terms concerning the Processing of Personal Data of the Annex and the Agreement are in conflict, the parties shall primarily apply the terms of this Annex.

2. Definitions

In accordance with the EU General Data Protection Regulation, the terms below are defined as follows:

“Controller” shall mean the Customer or the Customer’s client, who shall define the purposes and methods of Personal Data Processing.“Processor” shall mean the Provider, who shall Process Personal Data on behalf of the Controller based on the Agreement.

“Processing” or “Processing Activities” shall mean any operation or set of operations that is performed on Personal Data or sets of Personal Data using automated means or manually, such as data 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.

“Personal Data” shall mean any information relating to an identified or identifiable natural person, hereafter ”Data Subject”; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Personal Data Breach” shall mean a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed.

3. Data Protection and Processing Personal Data

3.1. Obligations of the Provider and the Customer

The Provider shall process the Personal Data of the Controller on behalf of, and commissioned by the Customer, on the grounds of the Agreement. The Personal Data that the Provider Processes may relate to, e.g. employees or customers. The Customer or the Customer’s client shall be the Controller and the Provider shall be the Processor of the Personal Data Processed in the service. The parties undertake to abide by the legislation, decrees, and authority orders and guidelines concerning Processing of Personal Data in force from time to time both in Singapore, the EU.

The Controller shall be liable for having the necessary rights and justifications, and for having obtained the necessary consent for the Processing of Personal Data. The Controller shall be liable for drafting the privacy policy and informing the Data Subjects. The Customer is responsible for the validity of the personal data it has delivered to the Provider.

The Controller is entitled and obligated to define the purpose and methods of the Processing of Personal Data. The subject, character, and purpose of Processing is defined in more detail in the Agreement. The types of Personal Data and sets of data subjects Processed in the services have been defined in Annex 1.

The Provider is entitled to Process the Personal Data and other data of the Controller only on the grounds of the Agreement, this Annex and according to the written guidelines of the Customer and only to the extent and in such a manner that is necessary in order to provide services. The Provider shall notify the Customer if any conflict with the data protection legislation of Singapore or the EU or other applicable data protection legislation is detected in the guidelines and in such a case, the Provider may immediately decline and stop the application of the guidelines of the Customer.

The Provider shall maintain the service description or other record of the Processing Activities of the service in cases where it is required to do so by the EU General Data Protection Regulation. The Provider is entitled to collect anonymous and statistical data of the use of the services pursuant to the Agreement, which does not specify the Customer nor data subjects and use it for analyzing and developing its services.

3.2. Deletion or Returning of Data

After the expiry of the Agreement, the Provider shall return or delete, according to the guidelines of the Customer, all the personal data of the Controller and delete all duplicates, unless applicable legislation requires the retention of the Personal Data.

3.3. Subcontractors

The Provider may use subcontractors for Processing the Controller’s Personal Data. The Provider is responsible for its subcontractor’s actions as for its own and shall draft written agreements with the subcontractors concerning the Processing of Personal Data.

3.4. Provider’s Obligation to Provide Assistance

The Provider shall immediately forward all requests to inspect, rectify, erase or object to the Processing of Personal Data or other requests received from the Data Subjects to the Customer. If requested by the Customer, the Provider shall support the Customer in fulfilling the requests of the Data Subjects.

The Provider is obligated, taking into account the nature of the Processing of Personal Data and the data available, to assist the Customer in ensuring that the Customer complies with its legal obligations. These obligations may include requirements related to data security, notifying of data breaches, data protection impact assessments as well as obligations regarding prior consultations. The Provider is obligated to assist the Customer only to the extent that applicable legislation obligates the Processor of Personal Data. Unless otherwise agreed, the Provider is entitled to invoice reasonable expenses incurred from action pursuant to this section 3.4.

The Provider shall forward all inquiries made by data protection authorities directly to the Customer and shall await further guidance from the Customer. Unless otherwise agreed, the Provider is not authorized to represent the Customer or act on behalf of the Customer in relation to the authorities supervising the Customer.

4. Processing Taking Place Outside EU/EEA

The Provider and its subcontractors may process personal data outside the EU/EEA.

Prior to the transfer of data outside the EU/EEA, the Provider shall verify whether there is (i) an adequacy decision from the EU Commission or (ii) binding corporate rules (iii) an approved certification authorizing the transfer or (iv) an approved code of conduct authorizing the transfer. Where the aforementioned safeguards do not apply, the Provider as the data exporter shall ensure that the transfer is covered by Module Three of the Standard Contractual Clauses approved by the EC Commission Decision of 4 June 2021.

5. Auditing

The Customer or an auditor authorized by the Customer (however, not a competitor of the Provider) is entitled to audit the activities pursuant to the Annex. The Parties shall agree on the time of the auditing and other details ahead of time and at the latest 30 days before the inspection. The auditing shall be carried out in a way that does not impede the obligations of the Provider or its subcontractors in regard to third parties. The representatives of the Customer and the auditor must sign conventional non-disclosure commitments.

Both parties shall be responsible for the costs that they have themselves incurred in relation to the audit. If the inspection proves that the Provider has breached this Annex in an essential way, the Provider shall compensate the Customer for the costs incurred from the auditing.

6. Data Security

The Provider shall implement the appropriate technical and organizational measures to protect the Personal Data of the Controller, taking into account all the risks of Processing, especially the unintentional or illegal destruction, loss, alteration, unauthorized disclosures, or access to Personal Data that has been transferred, saved or otherwise Processed. This includes, for example, firewalls, password protection, and other access and authentication controls. The Provider uses TLS technology to encrypt data during transmission through the public Internet, and we also employ application-layer security features to further anonymize Personal Data. When organizing the security measures, the technical options and their costs shall be assessed in relation to the special risks of the Processing at hand and the sensitivity of the Personal Data Processed.

The Customer shall be obligated to ensure that the Provider is notified of all the circumstances concerning the Personal Data the Customer has delivered, such as risk assessments and the Processing of special sets of Data Subjects that affect the technical and organizational measures pursuant to this Annex. The Provider shall ensure that the personnel of the Provider or a subcontractor of the Provider shall abide by the appropriate non-disclosure commitments.

7. Data Breaches

The Provider must notify the Customer of all Personal Data Breaches without undue delay after receiving information of the breach or after a subcontractor of the Provider has received information of the breach.

If requested by the Customer, the Provider shall, without undue delay give the Customer all relevant information concerning the data breach. In so far as the information in question is available to the Provider, the Provider shall describe at least the following to the customer:

a) the occurred data breach, b) if possible, the sets of data subjects and the number thereof, as well as the sets of personal data types and estimated numbers, c) a description of the likely consequences caused by the data breach, and a description of reparative measures, that the Provider has implemented or shall implement in order to prevent data breaches in the future, and if necessary, the measures to minimize the harmful effects of the data breach.

The Provider shall document and report the results of the inquiry and the implemented measures to the Customer.

The Customer shall be liable for the necessary notifications to the data protection authorities.

8. Liabilities

If any tangible or intangible damage is caused to a person due to a breach against the EU General Data Protection Regulation or the Annex, the Provider shall be liable for the damage only in so far that it has not explicitly abided by the obligations directed to Personal Data Processors in the EU General Data Protection Regulation or this Annex.

Both parties are obligated to pay only the part of the damages or administrative fine that corresponds to the liability for damage confirmed in the final decision of a data protection authority or a court of law. In all cases, the liability of the parties shall be determined pursuant to the Agreement.

9. Other Provisions

The Provider shall notify the Customer in writing of all changes that may affect its ability or chances to abide by this Annex and the written guidance of the Customer. The Parties shall agree on all additions and amendments to this Annex writing.

This Annex shall enter into force when the Customer enters in to the Agreement. The Annex shall remain in force (i) as long as the Agreement is in force or (ii) the parties have obligations concerning personal data processing activities towards one another.

Those obligations that due to their nature are meant to survive the expiry of this Annex shall remain in force after the expiry of the Annex.

ANNEXES

1. Processing specification form

2. Technical and Organizational Measures

EXHIBITS

1. Standard Contractual Clauses (Processors)

PROCESSING SPECIFICATION FORM (ANNEX 1)

This Processing specification form is an inseparable part of the Annex concerning Personal Data Processing. The Processing Specification Form specifies a processing assignment the Processor performs for the benefit of the Controller in the manner provided for in the Agreement and this Annex.

1. Services. The Processing shall concern the following services: Device management service offered through online.miradore.com, gateway.miradore.com and msp.miradore.com. (Miradore Service).

2. Subcontractors. The following subcontractors are used in the provision of the service: Microsoft Azure Germany. See a list of our subcontractors used in data transfers outside the EU/EEA here.

3. Geographical Location of Personal Data. The Personal Data is Processed in the EU/EEA or USA areas. In addition, subcontractors Zapier and Zendesk may Process Personal Data in EU/EEA, USA, or in other countries.

4. Sets of Data Subjects. The Personal Data Processed concerns the following sets of Data Subjects:• End-users of the Service;• Users of the devices managed with the Service.

5. Types of Personal Data. The following types of Personal Data in the service are processed in the EU/EEA:
   
   • Customer data and the suppliers’ data, such as name, title, home address, telephone number, e-mail address, customer number, purchasing and service use history.
   
   • IT and device management data, such as system data concerning offered service, including technical identification, user names, location, contact information, and technical actions concerning offered services, such as system and application log data and security log data, premises and system surveillance data and data of data security breaches.
   
   The following types of Personal Data in the service may be processed outside the EU/EEA:
   
   • Email address, support request information provided by user.ZenAdmin reserves t
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Technical and Organizational Measures (Annex 2)

This Technical and Organizational Measures document is part of the Personal Data Processing Agreement, and it provides an overview of the Provider’s technical and organizational controls implemented to protect Personal Data and ensure the confidentiality, integrity, and availability of the Provider’s products and services.

ZenAdmin reserves the right to modify or supplement the Technical and Organizational Measures without notice, provided that the security of the products or services is not degraded.
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Organizational Measures

1. Confidentiality Obligation
   All company personnel shall have a written confidentiality agreement with the Provider.

2. Roles and Responsibilities
   The Provider shall appoint a Data Protection Officer. The Provider shall ensure that confidential information and Personal Data can be only accessed by personnel who need to know the information.

3. Awareness and Training
   The Provider shall provide a training on data protection and information security to new employees. The Provider shall provide a security awareness training to all employees at least once a year. The Provider is committed to implement a procedure to maintain and improve the employees’ security awareness through ongoing education and information sharing.

4. Information Security Policies
   The Provider shall establish and maintain a company-wide Security Policy, which details the means by which all employees of the Provider are committed to protect the privacy of Personal Data and the confidentiality, integrity, and availability of the provided products and services.

Technical Measures

1. Access Control and Authentication
   Access to IT systems and confidential data shall be always granted on the basis of least privilege, so that the employees of the Provider can perform their job function, but do not have excessive user rights. The Provider shall oblige its personnel to protect all information systems with strong passwords and multifactor authentication when possible. The Provider shall implement authentication controls that allow managing the authentication strength and password complexity requirements. The Provider shall enforce the use of unique user IDs instead of shared user accounts, when possible.

2. Change Management Procedures
   All changes to the Provider’s products and services shall be performed in a controlled manner.

3. Data Protection
   The Provider shall store confidential data only in an encrypted form. The Provider shall use cryptographic protocols in communications. The Provider’s employees shall only access the confidential data using a device that fulfills the security requirements specified on the Security Policy. Such requirements include, but are not limited to, compliance with patch management and antivirus policies. The Provider shall ensure that all data storage is backed up on a daily basis and the backups are stored for three months. The Provider shall monitor the server hardware and operating systems for deviations in the service operability to avoid any service disruptions or loss of data. The Provider shall employ methods of data pseudonymization to reduce the risks to data subjects, when possible.

4. Physical Security
   The Provider shall control physical access to the data center and office premises in order to deny any unauthorized admittance to the data-processing equipment. All visits to the data center shall be logged and access granted only for maintenance or upgrade operations. Authorized personnel shall always accompany visitors and the visitors shall not be allowed to access any data-processing equipment or network without a written permission and non-disclosure agreement. The Provider shall ensure that its employees are required to lock their computers and other data-processing equipment when left unattended. Printed documents, portable data storage and media shall be always stored in lockable cabinets. Any confidential information shall not be left on desks or whiteboards.

5. Secure Disposal
   The Provider is committed to arrange secure disposal of IT equipment, paper waste, stored records, or any other kinds of media that could contain Personal Data or other confidential information.

6. Risk Assessment
   The Provider shall perform periodic internal risk assessments to identify and prepare for potential risks.

7. Reviews & Audits
   The Provider shall perform regular security audits and inform the Customer in the event of any privacy or security breach.

Exhibit 1

STANDARD CONTRACTUAL CLAUSES

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 Annex I.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 Annex I. A (hereinafter each ‘data importer’)have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

4. 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

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 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);
   3. Clause 9(a), (c), (d) and (e);
   4. Clause 12(a), (d) and (f);
   5. Clause 13;
   6. Clause 15.1(c), (d) and (e);
   7. Clause 16(e);
   8. Clause 18(a) and (b).



2. Paragraph (a) is without prejudice to the 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 Annex I.B.

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 organizational measures, to satisfy its obligations under these Clauses.

8.1   Instructions

1. 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.

2. 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.

3. 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.

4. 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 services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that 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 organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized 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 of the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, 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 organizational 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.

2. 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 authorized 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, 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.

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 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, 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 offenses (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:

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 of Regulation (EU) 2016/679;

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 inquiries from the data exporter or the controller 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 controller.

3. 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.

4. 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 the instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

5. Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

6. 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.

7. The Parties shall make the information referred to in paragraphs (b) and

8. including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

1. GENERAL WRITTEN AUTHORIZATION The data importer has the controller’s general authorization 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 [Specify time period] 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).

2. 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. ([4]) The Parties agree that, by complying with this Clause, the data importer fulfills 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 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.

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 fulfill its obligations under that contract.

5. The data importer shall agree on a third-party beneficiary clause with the sub-processor whereby – in the event that 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 and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorized to do so by the controller.

2. 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 organizational 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 controller, as communicated by the data exporter.

Clause 11

Redress

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 authorized 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 ([5]) 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.]

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:

   • 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;
   • refer the dispute to the competent courts within the meaning of Clause 18.

4. The Parties accept that the data subject may be represented by a not-for-profit body, organization, or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

6. 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. 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.

2. 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 inquiries, 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 are applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorizing 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 authorizing 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 organizational 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.



3. 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.

4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

5. 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). The data exporter shall forward the notification to the controller.

6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation, 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 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

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.



2. The data exporter shall forward the notification to the controller.

   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.). The data exporter shall forward the information to the controller.
   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 minimization

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. The data exporter shall make the assessment available to the controller.

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 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.

4. 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.

5. 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 _______ (specify Member State).]

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 Finland .

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.

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 be achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

ANNEX I

1. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name: ___________________________________________
Address: _________________________________________
Contact person’s name, position and contact details: _________________________
Activities relevant to the data transferred under these Clauses:Signature and date: ___________________________________________________
Role (controller/processor):

Data importer(s):[Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

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. DESCRIPTION OF TRANSFER

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 limitations, access restrictions (including access only for staff having followed specialized 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
...

3. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority lies in accordance with Clause 13

ANNEX II

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

EXPLANATORY NOTE:

The technical and organizational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.

Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, and the risks for the rights and freedoms of natural persons.

[Examples of possible measures:

Measures of pseudonymization and encryption of personal data

Measures for ensuring ongoing confidentiality, integrity, availability, and resilience of processing systems and services

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processingMeasures for user identification and authorization

Measures for the protection of data during transmission

Measures for the protection of data during storage

Measures for ensuring physical security of locations at which personal data are processed

Measures for ensuring events logging

Measures for ensuring system configuration, including default configuration

Measures for internal IT and IT security governance and management

Measures for certification/assurance of processes and products

Measures for ensuring data minimization

Measures for ensuring data quality

Measures for ensuring limited data retention

Measures for ensuring accountability

Measures for allowing data portability and ensuring erasure]

For transfers to (sub-) processors, also describe the specific technical and organizational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

ANNEX III

LIST OF SUB-PROCESSORS

EXPLANATORY NOTE:

This Annex must be completed in case of the specific authorization of sub-processors (Clause 9(a), Option 1).

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

1. Name: …

Address: …

Contact person’s name, position, and contact details: …

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorized): ……

Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

‍See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation (EU) 2018/1725.

‍The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein, and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purposes of these Clauses.

‍This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

‍The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.

‍As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at the senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.