Chronicle Services: EU Standard Contractual Clauses
(Module 2: Controller-to- Processor)
Last modified:
September 21, 2022
Capitalized terms used but
not defined in these Clauses (including the Appendix) have the meanings given
to them in the agreement into which these Clauses are incorporated (the
“Agreement”). If the Agreement relates to 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 Regulatio
n)
(
1
)
for the transfer of personal data to a
third country. |
(b) |
The Parties:
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:
|
(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.
8.1Instructions
(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. |
8.2Purpose 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.
8.3Transparency
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.
8.4Accuracy
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.
8.5Duration 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).
8.6Security 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. |
8.7Sensitive 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.
8.8Onward 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 Europea
n 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.
8.9Documentation 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 daysin 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:
|
(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:
|
(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
15.1Notification
(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:
|
(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. |
15.2Review 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. |
(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:
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 are the
individuals whose personal data is processed by the data importer under the
data exporter’s instructions as specified in the Agreement (“Transferred
Personal Data”). 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
Transferred Personal 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, credit worthiness, 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.
Transferred 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 personal data (if
any).
The frequency of the transfer (e.g. whether the data is
transferred on a one-off or continuous basis).
Transferred
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 d
ata importer will
process
Transferred
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 d
a
ta importer will process
Transferred 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
The data importer will retain
Transferred Personal Data until its 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 sub-processors
are described in the “Subprocessor Security” section of that Appendix.
The technical and organisational measures to
be 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 (as
applicable):
https://cloud.google.com/terms/subprocessors
and
https://chronicle.security/legal/subprocessors
.
ANNEX IV
SUPPLEMENTARY TERMS FOR SWISS FDPA
TRANSFERS ONLY
The following terms supplement the
Clauses only if and to the extent the Clauses apply with respect to data
transfers subject to the Federal Data Protection Act of 19 June 1992
(Switzerland):
1.
The
term ’Member State’ will be interpreted in such a way as to allow data subjects
in Switzerland to exercise their rights under the Clauses in their place of
habitual residence (Switzerland) in accordance with Clause 18(c) of the
Clauses.
2.
If
the relevant data transfers are exclusively subject to the Federal Data
Protection Act of 19 June 1992 (Switzerland), the competent supervisory
authority/ies for purposes of Annex I.C (Competent
Supervisory Authority) of the Clauses will be the Federal Data Protection and Information
Commissioner in Switzerland (or its replacement or successor).
ANNEX V
SUPPLEMENTARY TERMS FOR UK GDPR TRANSFERS ONLY
The following United
Kingdom International Data Transfer Addendum to the European Commission
Standard Contractual Clauses supplements the Clauses only if and to the extent
the Clauses apply with respect to data transfers subject to the UK GDPR.
VERSION B1.0, in force
21 March 2022
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.
Start
date |
(a)
21 September 2022, where the effective date of the Agreement is before 21 September
2022; or
(b)
otherwise, on the effective date of the Agreement. |
|
The
Parties |
Exporter
(who sends the Restricted Transfer) |
Importer
(who receives the Restricted Transfer) |
Parties’
details |
Full
legal name: Customer
Trading name (if different): As specified in the Agreement.
Main address (if a company registered address): As specified
in the Agreement.
Official registration number (if any) (company number or
similar identifier): As specified in the Agreement. |
Full legal name: Chronicle
Trading name (if different): As specified in the Agreement.
Main address (if a company registered address): As specified
in the Agreement.
Official registration number (if any) (company number or
similar identifier): As specified in the Agreement. |
Key
Contact |
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).
|
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 applicable terms
governing the processing and security of Customer Data.
|
Signature
(if required for the purposes of Section
2) |
The
Parties agree that execution of the Agreement and certification by the data
exporter pursuant to the applicable terms governing the processing and
security of Customer Data, shall constitute execution of this Addendum by
both Parties. |
The
Parties agree that execution of the Agreement and certification by the data
exporter pursuant to the applicable terms governing the processing and
security of Customer Data, shall constitute execution of this Addendum by
both parties. |
Addendum
EU SCCs |
The version of the
Approved EU SCCs which this Addendum is appended to, detailed below,
including the Appendix Information:
Date: 4 June 2021
Reference (if any): Module 2: Controller-to-Processor
Other
identifier (if any): N/A |
“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 I(A) |
Annex
1B: Description of Transfer: Annex I(B) |
Annex
II: Technical and organisational measures including
technical and organisational measures to ensure the
security of the data: Annex II |
Annex
III: List of Sub processors (Modules 2 and 3 only): Annex III |
Ending
this Addendum when the Approved Addendum changes |
Which
Parties may end this Addendum as set out in Section
19:
✔
Importer
✔
Exporter
☐
neither Party |
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
Clauses |
Part
3: Supplementary Clauses of the Approved Addendum, being the following: The data importer may not end this Addendum as set out in Section 19 of the Mandatory Clauses unless the data importer has adopted an Alternative Transfer Solution for the Restricted Transfers by the end date. An “Alternative Transfer Solution” for this purpose means a solution, other than Standard Contractual Clauses, that enables the lawful transfer of personal data to a third country in accordance with Chapter V of the UK GDPR. Any written notice provided by the data exporter pursuant to Section 19 of the Mandatory Clauses in order to end this Addendum will be deemed to terminate the Agreement for convenience. |