Chronicle Services: EU Standard Contractual Clauses (Module 2:
Controller-to-Processor)
Last modified: September 27, 2021
Capitalized terms used but
not defined in the Clauses (including the Appendix) have the meanings given to
them in the Agreement into which the Clauses are incorporated (the
“Agreement”). If the Agreement authorizes the resale or supply of Services
under a Chronicle partner or reseller agreement or program, then all references
in these Clauses to: (a) Customer mean Partner or Reseller (as applicable), and
(b) Customer Personal Data mean Partner Personal Data.
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these
standard contractual clauses is to ensure compliance with the requirements of
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27
April 2016 on the protection of natural persons with regard to the processing
of personal data and on the free movement of such data (General Data Protection
Regulation) (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
Third-party
beneficiaries
(a) Data subjects may
invoke and enforce these Clauses, as third-party beneficiaries, against the
data exporter and/or data importer, with the following exceptions:
(i) Clause
1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Clause
8.1(b), 8.9(a), (c), (d) and (e);
(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 – Not
used
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.
8.1 Instructions
(a) The data importer shall
process the personal data only on documented instructions from the data
exporter. The data exporter may give such instructions throughout the duration
of the contract.
(b) The data importer shall
immediately inform the data exporter if it is unable to follow those
instructions.
8.2 Purpose limitation
The data
importer shall process the personal data only for the specific purpose(s) of
the transfer, as set out in Annex I.B, unless on further instructions from the
data exporter.
8.3 Transparency
On request, the
data exporter shall make a copy of these Clauses, including the Appendix as
completed by the Parties, available to the data subject free of charge. To the
extent necessary to protect business secrets or other confidential information,
including the measures described in Annex II and personal data, the data
exporter may redact part of the text of the Appendix to these Clauses prior to
sharing a copy, but shall provide a meaningful summary where the data subject
would otherwise not be able to understand the its content or exercise his/her
rights. On request, the Parties shall provide the data subject with the reasons
for the redactions, to the extent possible without revealing the redacted
information. This Clause is without prejudice to the obligations of the data
exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data
importer becomes aware that the personal data it has received is inaccurate, or
has become outdated, it shall inform the data exporter without undue delay. In
this case, the data importer shall cooperate with the data exporter to erase or
rectify the data.
8.5 Duration of processing and erasure or return
of data
Processing by
the data importer shall only take place for the duration specified in Annex
I.B. After the end of the provision of the processing 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 (4) (in the same
country as the data importer or in another third country, hereinafter ‘onward
transfer’) if the third party is or agrees to be bound by these Clauses, under
the appropriate Module, or if:
(i) the
onward transfer is to a country benefitting from an adequacy decision pursuant
to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party
otherwise ensures appropriate safeguards pursuant to Articles 46 or 47
Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is
necessary for the establishment, exercise or defence
of legal claims in the context of specific administrative, regulatory or
judicial proceedings; or
(iv) the onward transfer is
necessary in order to protect the vital interests of the data subject or of
another natural person.
Any onward transfer is subject to compliance by the data importer
with all the other safeguards under these Clauses, in particular purpose
limitation.
8.9 Documentation and compliance
(a) The data importer shall
promptly and adequately deal with enquiries from the data exporter that relate
to the processing under these Clauses.
(b) The Parties shall be
able to demonstrate compliance with these Clauses. In particular, the data
importer shall keep appropriate documentation on the processing activities
carried out on behalf of the data exporter.
(c) The data importer shall
make available to the data exporter all information necessary to demonstrate
compliance with the obligations set out in these Clauses and at the data
exporter’s request, allow for and contribute to audits of the processing activities
covered by these Clauses, at reasonable intervals or if there are indications
of non-compliance. In deciding on a review or audit, the data exporter may take
into account relevant certifications held by the data importer.
(d) The data exporter may choose
to conduct the audit by itself or mandate an independent auditor. Audits may
include inspections at the premises or physical facilities of the data importer
and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make
the information referred to in paragraphs (b) and (c), including the results of
any audits, available to the competent supervisory authority on request.
Clause 9
Use of
sub-processors
(a) 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 30
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.
(b) Where the data importer
engages a sub-processor to carry out specific processing activities (on behalf
of the data exporter), it shall do so by way of a written contract that
provides for, in substance, the same data protection obligations as those
binding the data importer under these Clauses, including in terms of
third-party beneficiary rights for data subjects. (8) The Parties agree that,
by complying with this Clause, the data importer fulfils its obligations under
Clause 8.8. The data importer shall ensure that the sub-processor complies with
the obligations to which the data importer is subject pursuant to these
Clauses.
(c) The data importer shall
provide, at the data exporter’s request, a copy of such a sub-processor agreement
and any subsequent amendments to the data exporter. To the extent necessary to
protect business secrets or other confidential information, including personal
data, the data importer may redact the text of the agreement prior to sharing a
copy.
(d) The data importer shall
remain fully responsible to the data exporter for the performance of the
sub-processor’s obligations under its contract with the data importer. The data
importer shall notify the data exporter of any failure by the sub-processor to
fulfil its obligations under that contract.
(e) The data importer shall
agree a third-party beneficiary clause with the sub-processor whereby – in the
event the data importer has factually disappeared, ceased to exist in law or
has become insolvent – the data exporter shall have the right to terminate the
sub-processor contract and to instruct the sub-processor to erase or return the
personal data.
Clause 10
Data subject
rights
(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
(a) The data importer shall
inform data subjects in a transparent and easily accessible format, through
individual notice or on its website, of a contact point authorised
to handle complaints. It shall deal promptly with any complaints it receives
from a data subject.
(b) In case of a dispute
between a data subject and one of the Parties as regards compliance with these
Clauses, that Party shall use its best efforts to resolve the issue amicably in
a timely fashion. The Parties shall keep each other informed about such disputes
and, where appropriate, cooperate in resolving them.
(c) Where the data subject
invokes a third-party beneficiary right pursuant to Clause 3, the data importer
shall accept the decision of the data subject to:
(i) lodge
a complaint with the supervisory authority in the Member State of his/her
habitual residence or place of work, or the competent supervisory authority
pursuant to Clause 13;
(ii) refer the dispute to
the competent courts within the meaning of Clause 18.
(d) The Parties accept that
the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in
Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall
abide by a decision that is binding under the applicable EU or Member State
law.
(f) The data importer
agrees that the choice made by the data subject will not prejudice his/her
substantive and procedural rights to seek remedies in accordance with
applicable laws.
Clause 12
Liability
(a) Each Party shall be
liable to the other Party/ies for any damages it
causes the other Party/ies by any breach of these
Clauses.
(b) The data importer shall
be liable to the data subject, and the data subject shall be entitled to
receive compensation, for any material or non-material damages the data
importer or its sub-processor causes the data subject by breaching the
third-party beneficiary rights under these Clauses.
(c) Notwithstanding
paragraph (b), the data exporter shall be liable to the data subject, and the
data subject shall be entitled to receive compensation, for any material or non-material
damages the data exporter or the data importer (or its sub-processor) causes
the data subject by breaching the third-party beneficiary rights under these
Clauses. This is without prejudice to the liability of the data exporter and,
where the data exporter is a processor acting on behalf of a controller, to the
liability of the controller under Regulation (EU) 2016/679 or Regulation (EU)
2018/1725, as applicable.
(d) The Parties agree that
if the data exporter is held liable under paragraph (c) for damages caused by
the data importer (or its sub-processor), it shall be entitled to claim back
from the data importer that part of the compensation corresponding to the data
importer’s responsibility for the damage.
(e) Where more than one
Party is responsible for any damage caused to the data subject as a result of a
breach of these Clauses, all responsible Parties shall be jointly and severally
liable and the data subject is entitled to bring an action in court against any
of these Parties.
(f) The Parties agree that
if one Party is held liable under paragraph (e), it shall be entitled to claim
back from the other Party/ies that part of the
compensation corresponding to its/their responsibility for the damage.
(g) The data importer may
not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
(a) 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
(a) The Parties warrant
that they have no reason to believe that the laws and practices in the third
country of destination applicable to the processing of the personal data by the
data importer, including any requirements to disclose personal data or measures
authorising access by public authorities, prevent the
data importer from fulfilling its obligations under these Clauses. This is
based on the understanding that laws and practices that respect the essence of
the fundamental rights and freedoms and do not exceed what is necessary and
proportionate in a democratic society to safeguard one of the objectives listed
in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with
these Clauses.
(b) The Parties declare
that in providing the warranty in paragraph (a), they have taken due account in
particular of the following elements:
(i) the
specific circumstances of the transfer, including the length of the processing
chain, the number of actors involved and the transmission channels used;
intended onward transfers; the type of recipient; the purpose of processing;
the categories and format of the transferred personal data; the economic sector
in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices
of the third country of destination– including those requiring the disclosure
of data to public authorities or authorising access
by such authorities – relevant in light of the specific circumstances of the
transfer, and the applicable limitations and safeguards (12);
(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
(a) The data importer
agrees to notify the data exporter and, where possible, the data subject
promptly (if necessary with the help of the data exporter) if it:
(i) receives
a legally binding request from a public authority, including judicial
authorities, under the laws of the country of destination for the disclosure of
personal data transferred pursuant to these Clauses; such notification shall
include information about the personal data requested, the requesting
authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any
direct access by public authorities to personal data transferred pursuant to
these Clauses in accordance with the laws of the country of destination; such
notification shall include all information available to the importer.
(b) If the data importer is
prohibited from notifying the data exporter and/or the data subject under the
laws of the country of destination, the data importer agrees to use its best
efforts to obtain a waiver of the prohibition, with a view to communicating as
much information as possible, as soon as possible. The data importer agrees to
document its best efforts in order to be able to demonstrate them on request of
the data exporter.
(c) Where permissible under
the laws of the country of destination, the data importer agrees to provide the
data exporter, at regular intervals for the duration of the contract, with as
much relevant information as possible on the requests received (in particular,
number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome
of such challenges, etc.).
(d) The data importer
agrees to preserve the information pursuant to paragraphs (a) to (c) for the
duration of the contract and make it available to the competent supervisory
authority on request.
(e) Paragraphs (a) to (c)
are without prejudice to the obligation of the data importer pursuant to Clause
14(e) and Clause 16 to inform the data exporter promptly where it is unable to
comply with these Clauses.
15.2 Review of legality and data minimization
(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.
(b) In the event that the
data importer is in breach of these Clauses or unable to comply with these
Clauses, the data exporter shall suspend the transfer of personal data to the
data importer until compliance is again ensured or the contract is terminated.
This is without prejudice to Clause 14(f).
(c) The data exporter shall
be entitled to terminate the contract, insofar as it concerns the processing of
personal data under these Clauses, where:
(i) the
data exporter has suspended the transfer of personal data to the data importer
pursuant to paragraph (b) and compliance with these Clauses is not restored
within a reasonable time and in any event within one month of suspension;
(ii) the data importer is
in substantial or persistent breach of these Clauses; or
(iii) the data importer
fails to comply with a binding decision of a competent court or supervisory
authority regarding its obligations under these Clauses.
In these cases,
it shall inform the competent supervisory authority of such non-compliance.
Where the contract involves more than two Parties, the data exporter may
exercise this right to termination only with respect to the relevant Party,
unless the Parties have agreed otherwise.
(d) 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.
(e) Either Party may revoke
its agreement to be bound by these Clauses where (i)
the European Commission adopts a decision pursuant to Article 45(3) of
Regulation (EU) 2016/679 that covers the transfer of personal data to which
these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal
framework of the country to which the personal data is transferred. This is
without prejudice to other obligations applying to the processing in question
under Regulation (EU) 2016/679.
Clause 17
Governing law
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 Ireland (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 of Ireland (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.
(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, 21.11.2018, p. 39), to
the extent these Clauses and the data protection obligations as set out in the
contract or other legal act between the controller and the processor pursuant
to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular
be the case where the controller and processor rely on the standard contractual
clauses included in Decision 2021/915.
(4) 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.
(8) This requirement may be satisfied by the
sub-processor acceding to these Clauses under the appropriate Module, in
accordance with Clause 7.
(12) As regards the impact of such laws and
practices on compliance with these Clauses, different elements may be
considered as part of an overall assessment. Such elements may include relevant
and documented practical experience with prior instances of requests for
disclosure from public authorities, or the absence of such requests, covering a
sufficiently representative time-frame. This refers in particular to internal
records or other documentation, drawn up on a continuous basis in accordance
with due diligence and certified at 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.
APPENDIX
EXPLANATORY NOTE:
It must be possible to clearly distinguish the
information applicable to each transfer or category of transfers and, in this
regard, to determine the respective role(s) of the Parties as data exporter(s)
and/or data importer(s). This does not necessarily require completing and
signing separate appendices for each transfer/category of transfers and/or
contractual relationship, where this transparency can achieved
through one appendix. However, where necessary to ensure sufficient clarity,
separate appendices should be used.
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: Customer
Address: As specified in the Agreement.
Contact person’s name, position and contact details:
Contact details for the data exporter are specified in the Agreement. Details
about the data exporter’s data protection officer are available to the data
importer in the Agreement (where such details have been provided by the data
exporter).
Activities relevant to the data transferred under these
Clauses: The data importer provides the Services to the data exporter in
accordance with the Agreement.
Signature and date: The parties agree that execution of the
Agreement shall constitute execution of these Clauses by both parties.
Role (controller/processor): controller
Data importer(s):
Name: Chronicle
Address: As specified in the Agreement.
Contact person’s name, position and contact details:
Contact details for the data importer are specified in the Agreement. The data
importer’s data protection team can be contacted as described in the Data
Processing and Security Terms.
Activities relevant to the data transferred under these
Clauses: The data importer provides the Services to the data exporter in
accordance with the Agreement.
Signature and date: The parties agree that execution of
the Agreement shall constitute execution of these Clauses by both parties.
Role (controller/processor): processor
B.
DESCRIPTION OF TRANSFER
Categories of data subjects
whose personal data is transferred
Data subjects include the individuals about whom data is
provided via the Services by (or at the direction of) the data exporter. These
individuals may include, for example: employees, other staff such as
contractors and temporary workers, customers and clients (including their
staff), other end users, suppliers (including their staff), relatives and
associates of the above, advisers, consultants and other professional experts,
shareholders, members or supporters, and students and pupils.
Categories of personal data
transferred
Customer Personal Data, including data relating to
individuals provided via the Services by (or at the direction of) the data
exporter. This data may include, for example:
·
Personal details, including any information that identifies the data
subject and their personal characteristics, including: name, address, contact
details, age, date of birth, sex, and physical description.
·
Employment details, including information relating to the employment of
the data subject, including employment and career history, recruitment and
termination details, attendance records, performance appraisals, training
records, and security records.
·
Financial details, including information relating to the financial
affairs of the data subject, including income, salary, assets and investments,
payments, creditworthiness, loans, benefits, grants, insurance details, and
pension information.
·
Education and training details, including information which relates to
the education and any professional training of the data subject, including
academic records, qualifications, skills, training records, professional
expertise, student and pupil records.
·
Personal details issued as an identifier by a public authority, including
passport details, national insurance numbers, identity card numbers, driving licence details.
·
Family, lifestyle and social circumstances, including any information
relating to the family of the data subject and the data subject’s lifestyle and
social circumstances, including details of family and other household members,
habits, housing, travel details, leisure activities, and membership of
charitable or voluntary organisations.
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.
Customer Personal Data may include special categories of
personal data (as defined in the GDPR). This may include, for example: personal
data revealing racial or ethnic origin, political opinions, religious or
philosophical beliefs, or trade union membership, and the processing of genetic
data, biometric data for the purpose of uniquely identifying a natural person,
data concerning health or data concerning a natural person’s sex life or sexual
orientation.
The restrictions and safeguards specified in Annex II
apply to these categories of Customer Personal Data (if any).
The frequency of the transfer
(e.g. whether the data is transferred on a one-off or continuous basis).
Customer Personal
Data may be transferred on a continuous
basis until it is deleted in accordance with the terms of the Data Processing
and Security Terms.
Nature of the processing
The data importer
will process Customer Personal Data to provide, secure and monitor the Services
and Chronicle TSS in accordance with the Agreement.
Purpose(s) of the data
transfer and further processing
The data importer will transfer Customer Personal Data to provide, secure and
monitor the Services and Chronicle TSS in accordance with the Agreement.
The period for which the
personal data will be retained, or, if that is not possible, the criteria used
to determine that period
For the duration of the Agreement until deletion in
accordance with the provisions of the Data Processing and Security Terms.
For transfers to (sub-)
processors, also specify subject matter, nature and duration of the processing
As above.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent
supervisory authority/ies in accordance with Clause
13
The Irish Supervisory Authority - The Data Protection
Commission, unless the data exporter notifies the data importer of an
alternative competent supervisory authority from time to time in accordance
with Section 11.1 of the Data Processing and Security Terms.
ANNEX II
TECHNICAL AND ORGANISATIONAL
MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY
OF THE DATA
The data importer will implement
and maintain security standards at least as protective as those set out in
Appendix 2 to the Data Processing and Security Terms.
The technical and organisational measures to be taken by Subprocessors are
described in the “Subprocessor Security” section of that Appendix.
In addition, the data importer
will comply with Clause 10(b) (Data subject rights) by complying with its
obligations. The technical and organisational
measures taken by the data importer to 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 are set out in Sections 7 (Impact
Assessments and Consultations) and 8 (Access etc.; Data Subject Rights) of the
Data Processing and Security Terms.
ANNEX III
LIST OF SUB-PROCESSORS
The controller has authorised
the use of the following sub-processors:
https://cloud.google.com/terms/subprocessors and https://chronicle.security/legal/subprocessors.