Chronicle Services: EU Standard Contractual Clauses
(Module 3: Processor-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
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(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 – 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 exporter
has informed the data importer that it acts as processor under the instructions
of its controller(s), which the data exporter shall make available to the data
importer prior to processing.
(b)The data importer
shall process the personal data only on documented instructions from the
controller, as communicated to the data importer by the data exporter, and any
additional documented instructions from the data exporter. Such additional
instructions shall not conflict with the instructions from the controller. The
controller or data exporter may give further documented instructions regarding
the data processing throughout the duration of the contract.
(c)The data importer
shall immediately inform the data exporter if it is unable to follow those
instructions. Where the data importer is unable to follow the instructions from
the controller, the data exporter shall immediately notify the controller.
(d)The data exporter warrants
that it has imposed the same data protection obligations on the data importer
as set out in the contract or other legal act under Union or Member State law
between the controller and the data exporter (5).
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 controller, as
communicated to the data importer by the data exporter, or 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
personal data, the data exporter may redact part of the text of the Appendix
prior to sharing a copy, but shall provide a meaningful summary where the data
subject would otherwise not be able to understand its content or exercise
his/her rights. On request, the Parties shall provide the data subject with the
reasons for the redactions, to the extent possible without revealing the redacted
information.
8.4Accuracy
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 rectify or erase
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 controller and certify to the data exporter that it has done so,
or return to the data exporter all personal data processed on its behalf and
delete existing copies. Until the data is deleted or returned, the data
importer shall continue to ensure compliance with these Clauses. In case of
local laws applicable to the data importer that prohibit return or deletion of
the personal data, the data importer warrants that it will continue to ensure
compliance with these Clauses and will only process it to the extent and for as
long as required under that local law. This is without prejudice to Clause 14,
in particular the requirement for the data importer under Clause 14(e) to notify
the data exporter throughout the duration of the contract if it has reason to
believe that it is or has become subject to laws or practices not in line with
the requirements under Clause 14(a).
8.6Security 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, they shall take due account of the
state of the art, the costs of implementation, the nature, scope, context and
purpose(s) of processing and the risks involved in the processing for the data
subject. 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 or the controller. 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 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, without undue delay, the data exporter and,
where appropriate and feasible, the controller after having become aware of the
breach. Such notification shall contain the details of a contact point where
more information can be obtained, a description of the nature of the breach
(including, where possible, categories and approximate number of data subjects
and personal data records concerned), its likely consequences and the measures
taken or proposed to address the data breach, including measures to mitigate
its possible adverse effects. Where, and in so far as, it is not possible to
provide all information at the same time, the initial notification shall
contain the information then available and further information shall, as it
becomes available, subsequently be provided without undue delay.
(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 its controller so that the latter may in turn notify the competent
supervisory authority and the affected data subjects, taking into account the
nature of processing and the information available to the data importer.
8.7Sensitive 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 set
out 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
controller, as communicated to the data importer by the data exporter. In
addition, the data may only be disclosed to a third party located outside the
European Union (6) (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 of
Regulation (EU) 2016/679;
(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 or the
controller 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 controller.
(c)The data importer
shall make all information necessary to demonstrate compliance with the
obligations set out in these Clauses available to the data exporter, which
shall provide it to the controller.
(d)The data importer
shall allow for and contribute to audits by the data exporter of the processing
activities covered by these Clauses, at reasonable intervals or if there are
indications of non-compliance. The same shall apply where the data exporter
requests an audit on instructions of the controller. In deciding on an audit,
the data exporter may take into account relevant certifications held by the
data importer.
(e)Where the audit is
carried out on the instructions of the controller, the data exporter shall make
the results available to the controller.
(f)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.
(g)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 controller’s general authorisation for the
engagement of sub-processor(s) from an agreed list. The data importer shall
specifically inform the controller in writing of any intended changes to that
list through the addition or replacement of sub-processors at least 30 days in
advance, thereby giving the controller sufficient time to be able to object to
such changes prior to the engagement of the sub-processor(s). The data importer
shall provide the controller with the information necessary to enable the
controller to exercise its right to object. The data importer shall inform the
data exporter of the engagement of the sub-processor(s).
(b)Where the data
importer engages a sub-processor to carry out specific processing activities
(on behalf of the controller), it shall do so by way of a written contract that
provides for, in substance, the same data protection obligations as those
binding the data importer under these Clauses, including in terms of
third-party beneficiary rights for data subjects. (9) 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 or controller’s request, a copy of such a
sub-processor agreement and any subsequent amendments. To the extent necessary
to protect business secrets or other confidential information, including personal
data, the data importer may redact the text of the agreement prior to sharing a
copy.
(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 and, where appropriate, the controller
of any request it has received from a data subject, without responding to that
request unless it has been authorised to do so by the
controller.
(b)The data importer
shall assist, where appropriate in cooperation with the data exporter, the
controller in fulfilling its obligations to respond to data subjects’ requests
for the exercise of their rights under Regulation (EU) 2016/679 or Regulation
(EU) 2018/1725, as applicable. In this regard, the Parties shall set out in
Annex II the appropriate technical and 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 controller, as communicated by 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). The data exporter shall forward the notification to the controller.
(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, if appropriate in consultation
with the controller. The data exporter shall suspend the data transfer if it
considers that no appropriate safeguards for such transfer can be ensured, or
if instructed by the controller or the competent supervisory authority to do
so. In this case, the data exporter shall be entitled to terminate the
contract, insofar as it concerns the processing of personal data under these
Clauses. If the contract involves more than two Parties, the data exporter may
exercise this right to termination only with respect to the relevant Party,
unless the Parties have agreed otherwise. Where the contract is terminated pursuant
to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data
importer in case of access by public authorities
15.1Notification
(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:
(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.
The data exporter
shall forward the notification to the controller.
(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.). The data exporter shall forward the
information to the controller.
(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. The
data exporter shall make the assessment available to the controller.
(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 and the controller of such
non-compliance. Where the contract involves more than two Parties, the data
exporter may exercise this right to termination only with respect to the
relevant Party, unless the Parties have agreed otherwise.
(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.
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.
(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.
(
5
)
See Article 28(4) of Regulation (EU) 2016/679
and, where the controller is an EU institution or body, Article 29(4) of
Regulation (EU) 2018/1725.
(
6
)
The Agreement on the European Economic Area
(EEA Agreement) provides for the extension of the European Union’s internal market
to the three EEA States Iceland, Liechtenstein and Norway. The Union data
protection legislation, including Regulation (EU) 2016/679, is covered by the
EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any
disclosure by the data importer to a third party located in the EEA does not
qualify as an onward transfer for the purposes of these Clauses.
(
9
)
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):
processor
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,
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.
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 or
access to such data is revoked in accordance with the terms of the Data
Processing and Security Terms.
Nature of the processing
The
data 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
ata
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 of 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:
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 transfers of personal data 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 3: Processor-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. |