Data Processing Addendum (DPA)
As of September 1, 2023
This Data Processing Addendum (“DPA”) supplements the Subscription Services Customer Agreement or other agreement, in each case as revised from time (the “Agreement”) between you or the entity you represent (“Customer”, “you” or “your”) and LeaseAccelerator Services, LLC, EZLease LLC, or other affiliated contracting party (individually “LAS”, “we” or “us”, and in the possessive “our”). Unless otherwise defined in this DPA or in the Agreement, all capitalized terms used in this DPA will have the meanings given to them in Section 18 of this DPA.
1. Data Processing.
1.1 Scope and Roles. This DPA governs Customer’s use of LAS service offerings (the “Service Offerings”) to process Customer Data subject to the Data Protection Laws. In this context, we will act as “processor” to Customer who may act either as “controller” or “processor” (as each term is defined in the GDPR) with respect to Customer Data.
1.2 Details of Data Processing. The details of processing, including subject matter, purpose of processing, nature of processing, categories of Data Subjects and type of Customer Data are described in Appendix 1 to the Standard Contractual Clauses attached as Annex 2.
1.3 Compliance. Each party will comply with all rules and regulations applicable to it, and binding on it, in the performance of this DPA. Notwithstanding anything to the contrary contained herein, this DPA does not subject either party to Data Protection Laws to which it is not otherwise bound. In the case of LAS, LAS is only subject to the GDPR, the UK GDPR and the CCPA.
Customer Instructions.
The parties agree that this DPA and the Agreement (including the provision of any instructions via configuration tools and APIs made available by us for the Services) constitute Customer’s documented instructions regarding our processing of Customer Data (“Documented Instructions”). We will process Customer Data only in accordance with Documented Instructions. Additional instructions outside the scope of the Documented Instructions (if any) require prior written agreement between Customer and us, including agreement on any additional fees payable by Customer to us for carrying out such instructions. Customer is entitled to terminate this DPA and the Agreement if we decline to follow instructions requested by Customer that are outside the scope of, or changed from, those given or agreed to be given in this DPA. The Customer is responsible for ensuring its instructions to us comply with Data Protection Laws. Customer agrees that we will not be liable for any claim brought by Customer or a Data Subject arising from our performance of Customer’s instructions.
Confidentiality of Customer Data.
We will not access or use, or disclose to any third party, any Customer Data, except, in each case, as necessary to maintain or provide the Services, or as necessary to comply with the law or a valid and binding order of a governmental body (such as a subpoena or court order). If a governmental body sends us a demand for Customer Data, if permitted by law, we will attempt to redirect the governmental body to request that data directly from Customer. As part of this effort, we may provide Customer’s basic contact information to the governmental body. If compelled to disclose Customer Data to a governmental body, then we will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless we are legally prohibited from doing so. If the Standard Contractual Clauses apply, nothing in this Section 3 varies or modifies the Standard Contractual Clauses.
Confidentiality Obligations of Personnel.
We restrict our personnel from processing Customer Data without authorization by us as described in the applicable contracting entity’s Security Standards. We impose appropriate contractual obligations upon our personnel, including relevant obligations regarding confidentiality, data protection and data security.
5. Security of Data Processing.
5.1 We have implemented and will maintain the technical, physical, and organizational measures for each Network as described in the applicable contracting entity’s Security Standards and this Section. We have implemented and will maintain the following technical, physical, and organizational measures:
(a) security of the Application as set out in Section 1.1 of the contracting LAS entity Security Standard, Annex 1;
(b) physical security of the facilities as set out in Section 1.2 of the contracting LAS entity Security Standard, Annex 1;
(c) measures to control access rights for employees and contractors in relation to the contracting LAS entity or the application as set out in Section 1.2 of the applicable contracting entity Security Standards, Annex 1; and
(d) processes for regularly testing, assessing, and evaluating the effectiveness of the technical and organisational measures implemented by the applicable contracting entity as set out in Section 2 of the applicable contracting entity Security Standards, Annex 1.
5.2 Customers may elect to implement additional technical and organizational measures in relation to its Customer Data as may be made available by the applicable contracting entity. Such technical and organizational measures include database layer encryption, which may be obtained by Customer from LAS as described in the Documentation,
6. Sub-processing.
6.1 Authorised Sub-processors. Customer provides general authorization to LAS’ use of sub-processors to provide processing activities on Customer Data on behalf of Customer (“Sub-processors”) in accordance with this Section. The current listing of Sub-processors is as identified in Annex 3, attached hereto. At least 30 days before LAS engages a new sub-processor, we will update the applicable website and provide Customer with a mechanism to obtain notice of that update. Customer may object to a new sub-processor, by notifying us, promptly, in writing. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, we will use reasonable efforts to make or recommend a commercially reasonable change to Customer’s use of the Services to avoid Processing of Customer Data by the objected-to new Subprocessor without unreasonably burdening Customer. If we are unable to make available such change within a reasonable period of time, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided without the use of the objected-to new Sub-processor by providing written notice to us. In such circumstance, we will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.
6.2 Sub-processor Obligations. Where we authorize, any sub-processor as described in Section 6.1:
(a) We will restrict the sub-processor’s access to Customer Data only to what is necessary to maintain the Services or to provide the Services to Customer and any End Users in accordance with the Documentation and we will prohibit the sub-processor from accessing Customer Data for any other purpose;
(b) We will enter into a written agreement with the sub-processor and, to the extent that the sub-processor is performing the same data processing services that are being provided by us under this DPA, we will impose on the sub- processor contractual obligations consistent with those that we have under this DPA, including, to the extent applicable, execution of Standard Contractual Clauses; and
(c) We will remain responsible for our compliance with the obligations of this DPA and for any acts or omissions of the sub-processors that cause us to breach any of our obligations under this DPA.
7. Data Subject Rights
7.1 Customer Controls. Customer can use the Service Controls to assist it with its obligations under the GDPR, including its obligations to respond to requests from data subjects. Taking into account the nature of the processing, Customer agrees that it is unlikely that LAS would become aware that Customer Data transferred under the Standard Contractual Clauses is inaccurate or outdated. Nonetheless, if LAS becomes aware that Customer Data transferred under the Standard Contractual Clauses is inaccurate or outdated, it will inform Customer without undue delay. LAS will cooperate with Customer to erase or rectify inaccurate or outdated Customer Data transferred under the Standard Contractual Clauses by providing the Service Controls that Customer can use to erase or rectify Customer Data.
7.2 Data Subject Requests. Taking into account the nature of the Services, we will, upon receipt of written request from Customer, provide reasonable assistance to Customer to the extent necessary to enable Customer to respond to a Data Subject request pursuant to applicable Data Protection Law. Should a Data Subject contact us regarding its personal data processed by us on behalf of Customer, we will use commercially reasonable efforts to forward such requests to Customer.
8. Personal Data Breach.
8.1 Personal Data Breach. We will (a) notify Customer of a Personal Data Breach without undue delay after becoming aware of the Personal Data Breach, (b) take reasonable steps to contain and mitigate a Personal Data Breach to the extent that such steps are reasonably within our control; and (c) and will provide Customer with reasonably requested information (as available to LAS) to assist Customer to meet its obligations to report a Personal Data Breach under applicable Data Protection Laws.
8.2 Assistance. We will cooperate with Customer and take such reasonable steps as are agreed in good faith by the Parties to assist in the investigation, mitigation, and remediation of each Personal Data Breach. To the extent that a Personal Data Breach does not result from a breach by us of our obligations under this DPA or the Agreement, Customer will reimburse us in full for all costs reasonably and properly incurred by us performing our obligations under this Section 8 (including internal costs and third-party costs including legal fees).
8.3 Communication. Notification(s) of Personal Data Breaches, if any, will be delivered to one or more of Customer’s administrators by any means we select, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information with us and secure transmission at all times.
Audit rights
9.1 SOC Reports. We use external auditors to verify the suitability and the effectiveness of our security measures. This verification audit: (a) will be performed at least annually; (b) will be performed according to AICPA standards or such other alternative standards that are substantially equivalent to SSAE18/SOC1 and, if applicable, SOC 2; (c) will be performed by independent third party security professionals at our selection and expense; and (d) will result in the generation of an audit report (“Report”), which will be our Confidential Information.
At Customer’s written request, and provided that the parties have an applicable Non-Disclosure Agreement (“NDA”) in place, we will provide Customer with a copy of the applicable contracting entity’s Report so that Customer can reasonably verify compliance with our obligations under this DPA.
9.2 Data Protection Impact Assessments.
Taking into account the nature of the processing and the information available to us, LAS will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments and prior consultation, by providing the information LAS makes available under this Section 9.
Customer Audits.
Customer agrees to exercise any right it may have to conduct an audit or inspection, including under the Standard Contractual Clauses if they apply, by instructing us to carry out the audit described in Section 10. If Customer wishes to change this instruction regarding the audit, then Customer has the right to request a change to this instruction by sending us written notice as provided for in the Agreement. If we decline to follow any instruction requested by Customer regarding audits or inspections, or if there is a material breach found as part of the audit, Customer is entitled to terminate this DPA
11. Transfers of Personal Data.
11.1 Data Storage.
11.1.1 For LeaseAccelerator. Prior to contracting, Customer may specify the Region(s) within the LeaseAccelerator Network where Customer Data will be processed (EU, US, or ANZ, each a “Region”). Once Customer has made its choice, LeaseAccelerator will not transfer Customer Data from Customer’s selected Region(s) except as necessary to provide the Services initiated by Customer, or as necessary to comply with the law or binding order of a governmental body. If the Standard Contractual Clauses apply, nothing in this Section varies or modifies the Standard Contractual Clauses.
11.1.2 For EZLease. Customer Data will be stored within the United States and may be processed by us and our Subprocessors in connection with the provision of the Services, in the United States and other jurisdictions (including but not limited to the United States, Canada, Australia, New Zealand, Switzerland, the United Kingdom, and India), subject to Section 11.2.
11.2 We will not otherwise transfer Customer Data, except as necessary to provide the Services initiated by Customer, or as necessary to comply with the law or binding order of a governmental body. If the Standard Contractual Clauses apply, nothing in this Section varies or modifies the Standard Contractual Clauses.
11.2.1 To the extent Customer Data from the European Economic Area (EEA), the United Kingdom (UK), and Switzerland are processed by us, the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF), and/or the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clause, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer, made within the time period as set forth in the Agreement, after the effective date of termination or expiration of this Agreement, we will make Customer Data available to Customer for export or download as provided in the Documentation. After such period, we will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
11.2.2 Customer consents to the transfer and processing of Customer Data by us in the performance of the Services to and in the United States, Canada, Australia, and New Zealand and for support purposes Switzerland, the United Kingdom, and India.
11.3 Application of Standard Contractual Clauses. The Standard Contractual Clauses are incorporated into this DPA and will apply to LAS and the Customer to the extent that Customer Data that is transferred outside the EEA or the UK, either directly or via onward transfer, to any country not recognized by the European Commission, or the United Kingdom, as providing an adequate level of protection for personal data (as described in the GDPR or UK GDPR). The Standard Contractual Clauses will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA or the UK. Notwithstanding the foregoing, the Standard Contractual Clauses (or obligations the same as those under the Standard Contractual Clauses) will not apply if we have adopted an alternative recognized compliance standard for the lawful transfer of personal data (as defined in the GDPR or UK GDPR) outside the EEA or the UK, as applicable.
Termination of the DPA.
This DPA shall continue in force until the termination of the Agreement (the “Termination Date”).
Return or Deletion of Customer Data.
The Services provide Customer with controls that Customer may use to retrieve or delete Customer Data as described in the Documentation. Up to the Termination Date, Customer will continue to have the ability to retrieve or delete Customer Data in accordance with this Section. For the period, as specified in the Agreement, following the Termination Date, Customer may retrieve or delete any remaining Customer Data from the Services, subject to the terms and conditions set out in the Agreement, unless prohibited by law or the order of a governmental or regulatory body or it could subject us or our Affiliates to liability. We will delete the Customer Data upon the earlier of the end of the specified period or when requested by Customer by using the Service controls provided for this purpose by us.
Duties to Inform.
Where Customer Data becomes subject to confiscation during bankruptcy or insolvency proceedings, or similar measures by third parties while being processed by us, we will inform Customer without undue delay. We will, without undue delay, notify all relevant parties in such action (e.g., creditors, bankruptcy trustee) that any Customer Data subjected to those proceedings is Customer’s property and area of responsibility and that Customer Data is at Customer’s sole disposition.
Entire Agreement; Conflict.
If there is a conflict between any other agreement between the parties including the Agreement and this DPA, the terms of this DPA will control. Nothing in this document varies or modifies the Standard Contractual Clauses.
California Consumer Privacy Law (CCPA).
To the extent the CCPA is applicable, in connection with our provision of Services to Customer under the Agreement, if we receive any Customer Personal Data, then except as specifically provided herein, we will only Process Customer Personal Data for the purpose of providing the Services. We will not retain, use, or disclose Customer Personal Data: (i) for any purpose other than to perform the Services or (ii) outside of the direct business relationship between Customer and us. We will not sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate Customer Personal Data to any third party for monetary or other valuable consideration. We acknowledge and understand the restrictions on our Processing of Customer Personal Information as a Service Provider as the term is defined in the CCPA and shall comply with them.
Customer Obligations
Customer represents and warrants that it (i) operates in compliance with applicable Data Protection Laws, and has provided Data Subjects with the required notices and has obtained any necessary consents or otherwise has a lawful basis to provide Customer Data to LAS to process in accordance with the Agreement and this DPA; and (ii) its instructions to LAS do and shall comply with applicable Data Protection Laws
Definitions.
Unless otherwise defined in the Agreement, all terms used in this DPA will have the meanings given to them below:
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. and all regulations promulgated thereunder.
“Data Protection Laws” means all data protection laws applicable to the respective parties, including, but not limited to, as applicable, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to Processing of Personal Data and on the free movement of such data (“GDPR”), the GDPR the UK Data Protection Act 2018 (“UK GDPR”) and the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq (“CCPA”).
“Network” means the data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our control and are used to provide the Services.
“Security Standards” means the security standards attached to the Agreement, or if none are attached to the Agreement, attached to this DPA as Annex 1.
“Customer Data” means the “personal data” (as defined in Data Protection Laws), provided by the Customer to us pursuant to the Agreement.
“EEA” means the European Economic Area.
“GDPR” means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
“UK” means the United Kingdom.
“UK GDPR” means the GDPR combined with the requirements of the UK's Data Protection Act.
“Controller,” “Processor,” “Data Subject,” and “Processing, have the meanings given in the GDPR or UK GDPR and include equivalent terms under Data Protection Laws; “process”, “processes” and “processed” will be interpreted accordingly.
“Personal Data Breach” means any unauthorized access to, acquisition of, or Processing of “personal data” as defined in the GDPR that is provided by or on behalf of Customer to us pursuant to the Agreement.
“Service Controls” means the controls, including security features and functionalities, that the Service Offerings provide.
“Standard Contractual Clauses” means Annex 2, attached to and forming part of this DPA pursuant to the European Commission Decision of 4 June 2021 or as published by the UK Information Commissioner’s Office for the transfer of Customer personal data to data processors to established countries for which an adequacy finding has not been granted by the European Commission.
Annex 1
Security Standards
Capitalised terms not otherwise defined in this document have the meanings assigned to them in the Agreement.
Information Security Program.We will maintain an information security program (including the adoption and enforcement of internal policies and procedures) reasonably designed to help (a) Customer secure Customer Data against accidental or unlawful loss, access or disclosure, (b) identify reasonably foreseeable, internal risks to security and unauthorised access to the Network, and (c) minimise security risks, including through risk assessment and regular testing. We will designate one or more employees to coordinate and be accountable for the information security program. The information security program will include the following measures:
1.1 Network Security. The Network will be electronically accessible to employees, contractors, and any other person as necessary to provide the Services. We will maintain access controls and policies to manage what access is allowed to the Network from each network connection and user, including the use of firewalls or functionally equivalent technology and authentication controls. We will maintain corrective action and incident response plans to respond to potential security threats.
1.2 Physical Security
1.2.1 Physical Access Controls. Physical components of the Network are housed in nondescript facilities (the “Facilities”). Physical barrier controls are used to prevent unauthorised entrance to the Facilities both at the perimeter and at building access points. Passage through the physical barriers at the Facilities requires either electronic access control validation (e.g., card access systems, etc.) or validation by human security personnel (e.g., contract or in-house security guard service, receptionist, etc.). Employees and contractors are assigned photo-ID badges that must be worn while the employees and contractors are at any of the Facilities. Visitors are required to sign-in with designated personnel, must show appropriate identification, are assigned a visitor ID badge that must be worn while the visitor is at any of the Facilities, and are continually escorted by authorised employees or contractors while visiting the Facilities.
1.2.2 Limited Employee and Contractor Access. We provide access to the Facilities to those employees and contractors who have a legitimate business need for such access privileges. When an employee or contractor no longer has a business need for the access privileges assigned to him/her, the access privileges are promptly revoked, even if the employee or contractor continues to be an employee of ours or our Affiliates.
1.2.3 Physical Security Protections. All access points (other than main entry doors) are maintained in a secured (locked) state. Access points to the Facilities are monitored by video surveillance cameras designed to record all individuals accessing the Facilities. We also maintain electronic intrusion detection systems designed to detect unauthorised access to the Facilities, including monitoring points of vulnerability (e.g., primary entry doors, emergency egress doors, roof hatches, dock bay doors, etc.) with door contacts, glass breakage devices, interior motion-detection, or other devices designed to detect individuals attempting to gain access to the Facilities. All physical access to the Facilities by employees and contractors is logged and routinely audited.
Continued Evaluation. We will conduct periodic reviews of the security of our Network and adequacy of its information security program as measured against industry security standards and our policies and procedures. We will engage in scheduled evaluation of the security of our Network and associated Services to determine whether additional or different security measures are required to respond to new security risks or findings generated by the periodic reviews.
ANNEX 2
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation[1]for the transfer of personal data to a third country.
b) The Parties:
i the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
ii the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
have agreed to these standard contractual clauses (hereinafter: “Clauses”).
c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
i Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
ii Clause 8 - Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);
iii Clause 9 - Clause 9(a), (c), (d) and (e);
iv Clause 12 - Clause 12(a), (d) and (f);
v Clause 13;
vi Clause 15.1(c), (d) and (e);
vii Clause 16(e);
viii Clause 18 - Clause 18(a) and (b);
b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
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.
8.1 Instructions
a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
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
a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union[2] (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
i the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
ii the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
iii the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory, or judicial proceedings; or
iv the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at thedata 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.
Clause 9
Use of sub-processors
The data importer has the data exporter’s general authorization 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 30 calendar 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.
a) 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.
Clause 10
a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
i lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
ii refer the dispute to the competent courts within the meaning of Clause 18.
d) The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to 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
b) The Parties declare that in providing the warranty in paragraph(a), they have taken due account in particular of the following elements:
i the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved, and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
ii the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards[4];
iii any relevant contractual, technical, or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph(a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
f) Following a notification pursuant to paragraph(e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g., technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
i receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
ii becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
15.2 Review of legality and data minimisation
a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
i the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
ii the data importer is in substantial or persistent breach of these Clauses; or
iii the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority 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.
Clause 17
Governing law
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 _ the Grand Duchy of Luxembourg (specify Member State).]
Clause 18
Choice of forum and jurisdiction
a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
b) The Parties agree that those shall be the courts ofthe district of Luxembourg City. (specify Member State).
c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX 1
Data exporter(s):
Name: The entity identified as “Customer” in the Order Form.
Address: The address for Customer specified in the Order Form or the Agreement.
Contact person’s name, position, and contact details: The contact details associated with Customer’s account, or as otherwise specified in the Order Form or the Agreement.
Activities relevant to the data transferred under these Clauses: Data Importer provides:
Data Exporter employs and engages individuals and receives goods and services from companies that employ and engage individuals.
Signature and date: By using the services to transfer Customer Data to Third Countries, the data exporter will be deemed to have signed this Annex I.
Role (controller / processor): Controller
Data importer(s):
Name: “LAS or EZL” as identified in the Order Form.
Address: The address for the Contracting Entity specified in the Order Form or the Agreement.
Contact person’s name, position, and contact details: The contact details specified in the Order Form or the Agreement.
Activities relevant to the data transferred under these Clauses:
Data Importer (and its sub-processors) will process lease accounting and lease management data and support requests for the duration of the Agreement for the Data Exporter.
Signature and date: By transferring Customer Data to Third Countries on Customer instructions, or by receiving Customer Data pursuant to the Agreement, the data importer will be deemed to have signed this Annex I.
Role (controller / processor): Processor
DESCRIPTION OF TRANSFER
1.1. Categories of data subjects whose personal data is transferred
The Personal Data transferred concern the following categories of Data Subjects:
Data Exporter‘s employees and its contractor‘s employees having responsibilities related to lease origination, lease administration, lease accounting and/or for the leased asset from a fiduciary perspective (Asset Owner) and day-to-day user of the leased asset (Asset User); and
The employees of Data Exporter and Data Exporter’s contract counterparts (e.g., lessors or leased asset vendors) having responsibilities related to lease origination (e.g. signatories and notice recipients).
1.2. Categories of personal data transferred
Data Importer shall only process such limited Personal Data as is necessary to reasonably provide the Services. The Personal Data processed concern the following categories of data:
Name, contact details (may be limited to email address) and pre-defined role (e.g., Asset Owner and Asset User) of Data Subjects described in Section 3(a) and name, title, contact address and signatures of Data Subjects described in Section 3(b). This data may be anonymized or obfuscated by the Data Exporter.
No personal data transferred concern special categories of data of the data subjects.
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis).
Personal data is transferred in accordance with Customer’s instructions as described in Section 2 of the Addendum.
Nature of the processing
The Personal Data transferred will be subject solely for Data Importer and its Sub-Processors to perform its obligations and exercise its rights under the operative Agreement governing Processors services and may not be processed for any other purpose, absent written instructions from the Exporter.
Purpose(s) of the data transfer and further processing
To provide the Services
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As determined by the Data Exporter via its use of the Services and as otherwise articulated in the Addendum.
For transfers to (sub-) processors, also specify subject matter, nature, and duration of the processing
The subject matter, nature, and duration of the processing are described in Annex III of the Standard Contractual Clauses.
COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
The data exporter’s competent supervisory authority will be determined in accordance with the GDPR.
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
The technical and organizational measures as well as the scope and the extent of the assistance required to respond to data subjects’ requests, are described in the Addendum.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter.
The technical and organizational measures that the data importer will impose on subprocessors are described in the Addendum.
ANNEX III - LIST OF SUB-PROCESSORS
The controller has authorised the use of the following sub-processors:
Service Provider Services Sub Processor Describe Products or Services provided by Sub Processor Sub Processor Contact Information Amazon Web Services Hosting Liza Reynolds Ashburn, Virginia Data Center USA Walkme, Inc. Interactive online learning and virtual assistant Leslie Carlucci, United States salesforce.com, inc. (SFDC) Service and Support Management Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105 ATTN: VP, Worldwide Sales Operations UserVoice Service and Support Management 234 Fayetteville St 3rd Floor Raleigh, NC 27601 Adobe (In scope applications and services) Service and Support Management 345 Park Avenue San Jose, CA 95110-2704 Tel: 408-536-6000 Microsoft (In scope applications and services) Service and Support Management 15010 NE 36th St Building 92. Redmond, WA 98052 (425) 869-0550 Zendesk Service and Support Management 989 Market St San Francisco, CA 94103 888-670-4887 Concentrix – Mumbai, India Auxiliary 24x7 support Sreeja Pillai| General Manager| FAO Services Phone 080-41096000 | Extn 116185 | Mobile +91 8108033258 LeaseAccelerator Services Inc. Montreal, Canada Affiliate Support Services (See Agreement) LeaseAccelerator Services PTY LTD Sydney, Australia Affiliate Support Services (See Agreement) LeaseAccelerator India Private Limited Mumbai, India Affiliate Support Services (See Agreement)
ADDITIONAL CLAUSES
The Limitations of Liability section of the Customer Agreement (usually Section 7 of the Agreement) is an additional clause pursuant to Clause 2 of these Clauses.
SUPPLEMENTARY ADDENDUM 1 TO DATA PROCESSING ADDENDUM
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.
Part 1: Tables
Table 1: Parties
Start date The Parties Exporter (who sends the Restricted Transfer) Importer (who receives the Restricted Transfer) Parties’ details Full legal name: Customer as Identified on the Order Form Trading name (if different): Main address (if a company registered address): Customer address specified in the Order Form or the Agreement Official registration number (if any) (company number or similar identifier): Full legal name: “LAS or EZLease or other LAS entity” as defined on the Order Form Trading name (if different): Main address (if a company registered address): The address specified in the Order Form Official registration number (if any) (company number or similar identifier): Key Contact Full Name (optional): Contact details associated with Customer’s account, or as otherwise specified in the Order Form Job Title: Contact details including email: Full Name (optional): Contact details as specified in the Order Form Job Title: Contact details including email: Signature (if required for the purposes of Section 2) By using the subscription services to transfer Customer Data to Third Countries, the data exporter will be deemed to have signed this Addendum. By transferring Customer Data to Third Countries on Customer instructions, or by receiving Client Personal Information pursuant to the Agreement, the data importer will be deemed to have signed this Addendum.
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCs The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information: Date: Pursuant to European Commission Decision of 4 June 2021 Reference (if any): Other identifier (if any): Or the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: Module Module in operation Clause 7 (Docking Clause) Clause 11 (Option) Clause 9a (Prior Authorisation or General Authorisation) Clause 9a (Time period) Is personal data received from the Importer combined with personal data collected by the Exporter? 1 2 3 4
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: Annex 1B: Description of Transfer: Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: Annex III: List of Sub processors (Modules 2 and 3 only):
Table 4: Ending this Addendum when the Approved Addendum Changes
Ending this Addendum when the Approved Addendum changes Which Parties may end this Addendum as set out in Section 19: Importer Exporter neither Party
Part 2: Mandatory Clauses
Entering into this Addendum
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.
Interpretation of this Addendum
Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
Addendum This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs. Addendum EU SCCs The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information. Appendix Information As set out in Table 3. Appropriate Safeguards The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR. Approved Addendum The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18. Approved EU SCCs The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021. ICO The Information Commissioner. Restricted Transfer A transfer which is covered by Chapter V of the UK GDPR. UK The United Kingdom of Great Britain and Northern Ireland. UK Data Protection Laws All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018. UK GDPR As defined in section 3 of the Data Protection Act 2018.
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.
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.
If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
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.
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
Incorporation of and changes to the EU SCCs
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.
Unless the Parties have agreed alternative amendments which meet the requirements of Section12, the provisions of Section 15 will apply.
No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
The following amendments to the Addendum EU SCCs (for the purpose of Section12) are made:
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”;
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.”;
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”;
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;”
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;
References to Regulation (EU) 2018/1725 are removed;
References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
Clause 13(a) and Part C of Annex I are not used;
The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
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;”;
Clause 17 is replaced with:
“These Clauses are governed by the laws of England and Wales.”;
Clause 18 is replaced with:
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
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.
From time to time, the ICO may issue a revised Approved Addendum which:
makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
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.
If the ICO issues a revised Approved Addendum under Section18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate, and demonstrable increase in:
a its direct costs of performing its obligations under the Addendum; and/or
b its risk under the Addendum,
and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.
Alternative Part 2 Mandatory Clauses:
Mandatory Clauses Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.
SUPPLEMENTARY ADDENDUM 2 TO DATA PROCESSING ADDENDUM
The purpose of this supplementary addendum (this “Addendum) is to outline supplemental measures that we take to protect Customer Data. This addendum supplements, but does not modify, the Supplementary Addendum 1 to Data Processing Addendum (the “GDPR DPA”) or other agreement between Customer and us governing the processing of Customer Data pursuant to the GDPR or UK GDPR. Unless otherwise defined in this Addendum all capitalized terms used in the Addendum will have the meanings given to them in the GDPR DPA.
Requests for Customer Data
1.1. If we receives a valid and binding order (”Request”) from any governmental body (“Requesting Party”) for disclosure of Customer Data, we will use every reasonable effort to redirect the Requesting Party to request Customer Data directly from Customer.
1.2. If compelled to disclose Customer Data to a Requesting Party, we will:
a) Promptly notify Customer of the Request to allow Customer to seek a protective order or other appropriate remedy if we are legally permitted to do so. If we are prohibited from notifying Customer about the Request, we will use all reasonable and lawful efforts to obtain a waiver of prohibition, to allow us to communicate as much information to Customer as soon as possible; and
b) Challenge any overbroad or inappropriate request (included where such Request conflicts with the law of the European Union or applicable Member State Law).
1.3. If, after exhausting the steps described in Section 1.2, we remain compelled to disclose Customer Data to a Requesting Party, we will disclose only the minimum amount of Customer Data necessary to satisfy the Request.
Data Subject Rights. Nothing in this Addendum restricts Customer’s data subjects from exercising their rights under the GDPR.
Warranty. We agree and warrant that we have no reason to believe that the legislation applicable to us or our subprocessors, including any country to which Customer Data is transferred either by itself or through a subprocessor, prevents us from fulfilling the instructions received from Customer and our obligations under this Addendum and the GDPR DPA and that in the event of a change in this legislation which is likely to have substantial adverse effect on the warranties and obligations provided by the Addendum to the GDPR DPA, we will promptly notify the change to Customer as soon as we are aware, in which case Customer is entitled to suspend the transfer of Customer Data and/or terminate the Agreement.
Entire Agreement; Conflict. Except as supplemented by this Addendum, the GDPR DPA and the Agreement will remain in full force and effort. This Addendum together with the GDPR DPA and the Agreement: (a) is intended by the parties as a final, complete and exclusive expression of the terms of their agreement, and (b) supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. If there is a conflict between the GDPR DPA and this Addendum, the terms of this Addendum will control.
[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.
[3] This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7a
4 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 timeframe. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.n.
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