SECTION I

Clause 1

Purpose and scope

• The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)¹ for the transfer of personal data to a third country.
• The Parties:
  • 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
  • the entity/ies in a third country receiving the personal data from the data ex
  • porter, 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”).

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

• 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 This does not prevent the Parties from including the standard

¹             Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […].

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.

• 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

• Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
  • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  • Module Two: Clause 1(b), 8.9(a), (c), (d) and (e);
  • Clause 9 – Module Two: Clause 9(a), (c), (d) and (e);
  • Module Two: Clause 12(a), (d) and (f);
  • Clause 13;
  • Clause 1(c), (d) and (e);
  • Clause 16(e);
  • Clause 18 – Module Two: Clause 18(a) and (b).
• Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

• Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
• These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
• These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking clause

• An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
• Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
• The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

MODULE TWO: Transfer controller to processor

• Instructions
  • The data importer shall process the personal data only on documented instructions from the data The data exporter may give such instructions throughout the duration of the contract.
  • The data importer shall immediately inform the data exporter if it is unable to follow those

8.2           Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3           Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to

protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4           Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5           Duration of processing and erasure or return of data

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

8.6           Security of processing

• 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 The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
• 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.

• 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 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.
• The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7           Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8           Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union² (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:

• 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;
• 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;

²             The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

• 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
• 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

• The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
• 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.
• 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.
• 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.
• 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

MODULE TWO: Transfer controller to processor

• The data importer has the data exporter’s general authorisation for the engagement of sub- processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 10 business days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
• 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.³ 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.

• 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 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.
• 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 The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
• The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent

– the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

MODULE TWO: Transfer controller to processor

• 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
• The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
• In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

• 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 It shall deal promptly with any complaints it receives from a data subject.

MODULE TWO: Transfer controller to processor

³             This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

• 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.
• 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
• 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.
• The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
• The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

MODULE TWO: Transfer controller to processor

• 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.
• 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.
• 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.
• 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.
• 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.

• 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.
• The data importer may not invoke the conduct of a sub-processor to avoid its own

Clause 13

Supervision

MODULE TWO: Transfer controller to processor

• Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

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

• 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 It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor

• 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 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.

• The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
  • 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;
  • 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 safeguards⁴;
  • 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.
• 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.
• The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
• 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).
• 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

⁴             As regards the impact of such laws and practices on compliance with these Clauses, different elements maybe considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whethertheir 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.

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

MODULE TWO: Transfer controller to processor

• Notification
  • 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:
    • 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
    • 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
  • 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.
  • 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 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.
  • 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

• 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 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).
• 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 It shall also make it available to the competent supervisory authority on request.
• 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

• The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
• 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 This is without prejudice to Clause 14(f).
• The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
  • 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;
  • the data importer is in substantial or persistent breach of these Clauses; or
  • 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.

• For Module Two: 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.

• 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 This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

MODULE TWO: Transfer controller to processor

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Spain.

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

• Any dispute arising from these Clauses shall be resolved by the courts of an EU Member
• The Parties agree that those shall be the courts of
• 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.
• The Parties agree to submit themselves to the jurisdiction of such

APPENDIX

ANNEX I

MODULE TWO: Transfer controller to processor

A.             LIST OF PARTIES

Data exporter(s): The data exporter is the data controller that has entered into a services agreement with the data importer. The identity and contact details of the data exporter are detailed within the services agreement to which this Clauses made a binding part.

Data importer(s):

Name: PEGASUS BUSINESS INTELLIGENCE LLP

Address: Two Lincoln Centre 5420 LBJ Freeway, Suite 900

Dallas, TX 75240 United States

The data importer is a leading global provider of B2B payments and business intelligence solutions to the hospitality industry located in the USA, the contact details of the data importer are detailed within the services agreement to which this Clauses made a binding part.

1. DESCRIPTION OF TRANSFER

MODULE TWO: Transfer controller to processor

Categories of data subjects whose personal data is transferred

Hotel guests and contact personnel of the data exporter.

Categories of personal data transferred

Name, Surname and Booking data of hotel guests.

Contact data(emailaddress, telephone number)ofthedataexporter contactpersonnel.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

The data is transferred on continuous basis.

Nature of the processing and purpose of the data transfer and further processing

In the context of the activities that the data processor develops in favor of its customers, it may access to certain personal data since the access is necessary to provide the contracted services.

The scope of the services is set out in the services agreement executed between the data importer and the data exporter, and the personal data will be processed by the data importer as data processor to deliver those services and to comply with the terms of the services agreement and theses Clauses.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The personal data will be deleted or returned at the data exporter written request, after the end of the provision of the relevant services related to processing or, if earlier, as soon as processing by the data processor of any personal data is no longer required for the performance of the parties’ obligations under the services agreement executed between the data controller and the data processor, and securely delete existing copies.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

For invoice processing activities that require compliance with local electronic invoicing regulations, the Data Importer utilizes Sovos Compliance, LLC to support the submission, validation, exchange, and regulatory processing of electronic invoice data.

Amazon Web Services (AWS) is the primary cloud infrastructure provider used by the Data Importer for hosting core application services, databases, storage, backup, disaster recovery, networking, and supporting infrastructure. Production services are hosted within AWS cloud environments utilizing geographically distributed regions and disaster recovery capabilities.

Microsoft Azure is used to support specific application components and related services, including the Data Importer’s InvoicePro frontend and certain tax and regulatory compliance functions.

The Data Importer maintains vendor oversight and risk management processes for critical service providers, including AWS, Microsoft, and Sovos, to help ensure appropriate security, privacy, resilience, and compliance controls are maintained.

For the subject matter, nature and duration as referred to above.

1. COMPETENT SUPERVISORY AUTHORITY

MODULE TWO: Transfer controller to processor

Identify the competent supervisory authority/ies in accordance with Clause 13

The Spanish Data Protection Authority

ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The Data Importer implements technical and organizational measures designed to ensure the confidentiality, integrity, availability, and resilience of personal data processing systems and services, including the following controls:

Access Control of Processing Areas

Technical and organizational measures to prevent unauthorized persons from gaining access to systems, infrastructure, networking equipment, servers, storage platforms, and related hardware used to process personal data, including:

• Establishment of secure processing environments and security zones;
• Protection and restriction of physical and logical access paths;
• Formal access authorization procedures for employees, contractors, and third parties, including documented approvals;
• Physical access to facilities hosting personal data is restricted, logged, monitored, and controlled through applicable facility security controls; and
• Facilities hosting personal data are protected through physical security controls, monitoring systems, environmental protections, security alarms, and other appropriate security measures.

Access Control to Data Processing Systems

Measures to prevent data processing systems from being used by unauthorized persons, including:

• Use of industry-standard encryption technologies;
• Identification and authentication of users, devices, and systems accessing processing environments;
• Automatic workstation and session locking after periods of inactivity;
• Password-protected re-authentication to restore access;
• Automatic account lockout following repeated failed authentication attempts;
• Logging and monitoring of authentication events and suspicious access attempts;
• Multi-factor authentication (MFA) for privileged access, remote access, and other high-risk access scenarios where supported; and
• Centralized identity and access management controls.

Access Control to Use Specific Areas of Data Processing Systems

The Data Importer ensures that authorized users are only able to access personal data required for their assigned responsibilities and within the scope of their approved permissions.

This is accomplished through measures including:

• Employee policies, security awareness training, and confidentiality obligations;
• Monitoring and audit capabilities relating to the creation, modification, deletion, and access of personal data;
• Release of data only to authorized persons;
• Role-based access controls (RBAC);
• Least-privilege access principles;
• Segregation of duties controls where appropriate;
• Use of encryption technologies;
• Controlled file handling processes; and
• Controlled and documented destruction of data in accordance with retention requirements.

Availability Control

Suitable measures to ensure that personal data is protected from accidental destruction, loss, corruption, or unavailability, including:

• Infrastructure redundancy through multiple Availability Zones and geographically separated regions where appropriate;
• Backup data maintained in redundant storage locations and available for restoration in the event of service disruption;
• Disaster recovery capabilities supporting recovery and failover between primary and secondary environments;
• Business continuity and disaster recovery plans that are documented, maintained, and periodically tested;
• Continuous monitoring of critical systems and services; and
• Protection against single points of failure for critical infrastructure components.

Transmission Control

Measures to prevent personal data from being read, copied, altered, disclosed, or deleted by unauthorized parties during transmission or transport, including:

• Use of network security controls, firewalls, VPN technologies, TLS encryption, and secure transmission protocols;
• Encryption of data in transit using industry-standard protocols;
• Secure file transfer mechanisms such as SFTP where applicable;
• Monitoring and logging of network activity where appropriate; and
• Protection of communications channels through layered security controls.

Sub-Processor and vendor assessments

The Data Importer maintains a vendor risk management program to ensure that sub-processors and vendors handling personal data maintain appropriate security, privacy, and operational controls.

This includes:

• Security and privacy due diligence;
• Periodic vendor risk assessments based on vendor criticality and risk profile;
• Review of security, privacy, resilience, and compliance controls;
• Evaluation of applicable certifications, attestations, audit reports, and independent assurance reports;
• Data Processing Agreements (DPAs) and other contractual security requirements where applicable;
• Ongoing monitoring of material vendors and sub-processors.

1.  INFRASTRUCTURE SECURITY

(a) Cloud Infrastructure

• Cloud Infrastructure: Data Importer utilizes Amazon Web Services (AWS) as its primary cloud infrastructure provider. Production workloads are hosted within AWS cloud environments and protected through a combination of AWS-native security services and Data Importer’s security controls.

• Infrastructure: Data Importer maintains geographically distributed cloud environments utilizing primary and disaster recovery AWS regions. Production systems are hosted within secure AWS facilities and protected through logical segregation, access controls, monitoring, encryption, and security management processes.

• Redundancy: Infrastructure systems are designed to minimize single points of failure and reduce the impact of environmental, operational, and technology risks. Critical services utilize multiple Availability Zones, redundant networking, backup services, and disaster recovery capabilities to support business continuity requirements.

• Power and Environmental Controls: Physical power, cooling, fire suppression, environmental monitoring, and facility security controls are managed by AWS within its cloud facilities. AWS data centers are designed with redundant power sources, backup generators, environmental controls, and physical security protections.

• Business Continuity and Disaster Recovery: The Data Importer replicates data and services across multiple systems and AWS regions to protect against accidental destruction, loss, and service interruption. The Data Importer maintains documented business continuity and disaster recovery plans and periodically tests recovery capabilities and failover procedures.

(b) Network Security and Transmission

• Data Transmission: Cloud environments and office locations are connected through secure, encrypted communication channels. Secure connectivity between office locations and cloud environments is provided through Aryaka SD-WAN, VPN technologies, and industry-standard encryption protocols. Data is transmitted using secure Internet-standard protocols.

• External Attack Surface Protection: The Data Importer employs multiple layers of network security controls, including network segmentation, firewalls, endpoint protection, vulnerability management, and continuous security monitoring to protect externally accessible systems.

• Threat Detection and Monitoring: Data Importer utilizes centralized logging, security monitoring, Endpoint Detection and Response (EDR), Managed Detection and Response (MDR), and cloud security posture management technologies to identify, investigate, and respond to security events.

• Incident Response: Data Importer maintains documented incident response procedures and continuously monitors security alerts, system events, and threat intelligence sources. Security personnel investigate and respond to identified incidents in accordance with established procedures.

• Encryption Technologies: Data in transit is protected using industry-standard encryption protocols, including TLS 1.2 and TLS 1.3. Secure file transfers utilize encrypted protocols such as SFTP where applicable.

• Application Security: Data Importer maintains a secure software development lifecycle incorporating secure coding practices, code reviews, vulnerability management, and application security testing. Security controls are based on industry-recognized frameworks and secure development practices.

• Vulnerability Management and Security Testing: The Data Importer performs regular vulnerability scanning, security assessments, and independent third-party penetration testing. Identified vulnerabilities are prioritized and remediated in accordance with established risk management and patch management processes.

2.  ACCESS AND SITE CONTROLS

(a)  Physical Security Controls

• Physical Security Operations: Production systems are hosted within Amazon Web Services (AWS) facilities. Physical security controls for AWS data centers are managed by AWS and include 24×7 security operations, facility monitoring, visitor controls, environmental protections, and physical access restrictions designed to prevent unauthorized access to systems and customer data.

• Facility Access Procedures: Physical access to AWS facilities is restricted to authorized personnel and is governed by formal access control procedures. Access requests, approvals, authentication mechanisms, visitor management processes, and access reviews are maintained by AWS in accordance with its physical security program.

• Physical Security Controls: AWS facilities utilize layered physical security controls, including monitored access points, intrusion detection systems, security personnel, surveillance systems, physical barriers, and environmental monitoring controls. Physical access events are logged, monitored, and retained in accordance with applicable security and compliance requirements.

• Vendor Oversight: Data Importer performs vendor risk assessments and reviews available security and compliance documentation for critical service providers, including AWS, to verify that appropriate physical and logical security controls are maintained.

(b) Logical Access Controls

• Security Personnel: Data Importer maintains information security policies, security awareness training, and role-based responsibilities for personnel responsible for operating, supporting, and securing information systems and infrastructure. Security and technology personnel are responsible for monitoring security controls, reviewing system activity, and responding to security incidents.

• Access Control and Privilege Management: Administrative access is managed through centralized identity and access management solutions. Administrative users are authenticated through approved authentication mechanisms and are granted access based on documented business requirements and formal approval processes.

• Internal Data Access Processes and Policies: The Data Importer maintains documented access control policies and procedures designed to prevent unauthorized persons or systems from accessing personal data. Access is granted based on business need, least-privilege principles, role-based access controls, and segregation of duties requirements where appropriate.

• Identity and Authentication Controls: Access to systems is controlled through unique user identifiers, strong authentication requirements, password management controls, and multi-factor authentication for privileged access, remote access, and other high-risk access scenarios where supported.

• Access Governance: The granting, modification, review, and removal of access rights are performed through documented workflows and approval processes. Access reviews are performed periodically to validate that permissions remain appropriate.

• Logging and Monitoring: Access to systems and administrative activities are logged and monitored to support accountability, security monitoring, incident investigation, and compliance requirements. Audit records are maintained in accordance with applicable retention requirements.

• Password and Credential Management: Authentication controls are implemented in accordance with industry-standard security practices, including password complexity requirements, password reuse restrictions, account lockout controls, and secure credential management processes.

3.  DATA STORAGE AND DISPOSAL

(a)  Data Storage

• Customer data is stored within Amazon Web Services (AWS) cloud infrastructure. Data is logically segregated through application controls, database controls, identity and access management controls, and network segmentation. Production environments utilize geographically distributed AWS regions and replication technologies to support resiliency, availability, and disaster recovery objectives.

• Data is encrypted at rest and in transit using industry-standard encryption technologies. Access to customer data is restricted through role-based access controls, least-privilege principles, and formal authorization processes. Customers retain control over authorized data sharing and access permissions within supported services.

• Backup and disaster recovery capabilities utilize AWS-native services and geographically separated regions to support availability, recoverability, and business continuity requirements.

(b)  Data Disposal

• Customer data is retained and disposed of in accordance with documented data retention, disposal, and information handling procedures, contractual obligations, and applicable legal and regulatory requirements.

• Where storage media are managed by cloud service providers, media sanitization and destruction are performed in accordance with the provider’s documented media disposal procedures and security controls.

• Logical deletion processes are applied to customer data in accordance with approved retention schedules and data destruction requirements.

• Data disposal activities are controlled and documented through established operational procedures to help ensure that customer data cannot be recovered following authorized deletion or destruction.

4.  PERSONNEL SECURITY

Data Importer personnel are required to conduct themselves in a manner consistent with company policies regarding confidentiality, information security, privacy, acceptable use, business ethics, and professional conduct.

Background screening is performed where legally permissible and appropriate for the role, subject to applicable local labor laws, privacy requirements, and regulatory obligations.

Personnel are required to execute confidentiality obligations and acknowledge applicable security, privacy, and acceptable use policies as a condition of employment or engagement.

Personnel receive information security, privacy, and compliance awareness training upon hire and on an ongoing basis. Training includes topics such as information security, data protection, privacy obligations, acceptable use, phishing awareness, incident reporting, and other role-specific security requirements.

Access to systems and personal data is granted based on business need, role responsibilities, least-privilege principles, and documented approval processes. Access rights are reviewed periodically and removed when no longer required.

Personnel handling customer data receive role-appropriate training and are authorized to access personal data only where necessary to perform approved business functions.

Personnel are required to promptly report actual or suspected security incidents, data breaches, policy violations, or unauthorized access to information assets through established incident reporting procedures.

Compliance with information security and privacy requirements is monitored through management oversight, access reviews, security awareness activities, and applicable audit and compliance processes.

5.  SUBPROCESSOR SECURITY

Before onboarding sub-processors, Data Importer performs security and privacy due diligence to evaluate whether the sub-processor maintains appropriate technical and organizational measures to protect personal data and support the services being provided.

The assessment process may include review of security controls, privacy practices, compliance certifications, independent audit reports, business continuity and disaster recovery capabilities, data protection measures, and applicable contractual commitments.

Data Importer maintains a vendor risk management program that includes periodic reassessment of sub-processors based on their criticality, risk profile, access to personal data, and the services they provide.

Sub-processors are required to maintain appropriate security and privacy controls, comply with applicable contractual requirements, and provide a level of protection for personal data consistent with applicable data protection obligations.

ANNEX III – LIST OF SUB-PROCESSORS

Sovos Compliance, LLC

Sovos provides tax and regulatory compliance services that support the Data Importer’s InvoicePro platform, including electronic invoicing and related regulatory compliance requirements. Sovos may process customer invoice and transaction data on behalf of the Data Importer as necessary to provide these services.

For additional information regarding Sovos privacy and data protection practices, please refer to:

Sovos Compliance, LLC
200 Ballardvale Street
Building 1, 4th Floor
Wilmington, MA 01887
United States

https://sovos.com/privacy-policy

Amazon Web Services (AWS)

Amazon Web Services, Inc. (“AWS”) is the primary cloud infrastructure provider used by the Data Importer for hosting core application services, databases, storage, backup, disaster recovery, and supporting infrastructure. AWS may process customer data on behalf of the Data Importer as necessary to provide these services. AWS’s Data Processing Addendum (DPA), including applicable Standard Contractual Clauses (SCCs), is incorporated into the AWS Service Terms.

For additional information regarding AWS privacy and data protection commitments, please refer to:

Amazon Web Services, Inc.
410 Terry Avenue North
Seattle, WA 98109-5210
United States

https://aws.amazon.com/privacy

Microsoft Azure

Microsoft Azure is to support specific application components and related services, including the Data Importer’s InvoicePro frontend and certain tax and regulatory compliance functions. Microsoft may process customer data on behalf of the Data Importer as necessary to provide these services.

For additional information regarding Microsoft’s data protection commitments, please refer to:

Microsoft Corporation

Attn: Chief Privacy Officer

One Microsoft Way

Redmond, WA 98052

United States

https://www.microsoft.com/licensing/docs/view/Microsoft-Products-and-Services-DPA

INTERNATIONAL DATA TRANSFER ADDENDUM TO THE EU COMMISSION STANDARD CONTRACTUAL CLAUSES

PART 1: TABLES

Table 1: Parties

Table 2: Selected SCCs, Modules and Selected Clauses

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Table 4: Ending this Addendum when the Approved Addendum Changes

PART 2: MANDATORY CLAUSES

Entering into this Addendum

1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

• together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
• Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
• this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be
15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:

1. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;

In Clause 2, delete the words:

“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;

(c) Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

4. Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

(e) Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

6. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
7. References to Regulation (EU) 2018/1725 are removed;

8. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
9. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
10. Clause 13(a) and Part C of Annex I are not used;

11. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
12. In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

13. Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

14. Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

15. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

18. From time to time, the ICO may issue a revised Approved Addendum which:

1. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
2. reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

• its direct costs of performing its obligations under the Addendum; and/or
• its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

ALTERNATIVE PART 2 MANDATORY CLAUSES: