PRIVACY POLICY
COOKIE POLICY
DATA PROCESSING ADDENDUM
SUB-PROCESSORS
TERMS OF SERVICE

Data Processing Addendum

This Data Processing Addendum (the “Addendum” or “DPA”) is in addition to the Software as a Service agreement entered into between EnterpriseJungle, inc. d/b/a EnterpriseAlumni, (“Service Provider”) and the entity you represent (“Customer”, “you”, or “Subscriber”) that incorporates this Addendum by reference (the “Agreement”), and governs the Processing of Personal Data by EnterpriseAlumni in providing its EnterpriseAlumni service pursuant to the Agreement. 

1.  Definitions.

"Authorized Person" means any person the Service Provider authorizes to process Subscriber Data, which may include the Service Provider's staff, agents and subcontractors;

"Data Protection Laws" means all applicable laws and regulations relating to the processing of personal data, including, as applicable, the GDPR;

“GDPR” means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, and with respect to the UK refers to UK GDPR;

“Subscriber Data” means Subscriber’s Confidential Information, Subscriber Materials and Subscriber Personal Information;

“Subscriber Materials” means all text, images, literary and artistic works, photographic works, films, animations, videos, software, databases, instructions, documents, layout, design, trademarks and logos or similar materials which may be supplied by or on behalf of Subscriber to the Service Provider or be created by Service Provider or on behalf of Service Provider;

"Subscriber Personal Information" means personal data processed by the Service Provider as a processor or sub-processor for and on behalf of Subscriber or its customers;

"personal data" means personal data, personal information, personally identifiable information or covered information related to an identifiable individual as applicable and defined under applicable Data Protection Laws;

"controller" has the meaning given to it under applicable Data Protection Laws, provided, however, that to the extent the applicable Data Protection Laws do not provide such definition or meaning, “controller” means and refers to the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data;

"process" has the meaning given to it under applicable Data Protection Laws, and "processing" and "processed" shall have the corresponding meaning; provided, however, that to the extent the applicable Data Protection Laws do not provide such definition or meaning, “process,” “processing” and “processed” mean and refer to any operation or set of operations performed on personal data, whether or not by automated means, including, without limitation, collection, recording, organization, structuring, storage, adaptation, alteration, accessing, retrieval, consultation, use, disclosure by transmission, dissemination, distribution or making available by other means, alignment, combination, restriction, erasure, deletion or destruction;

"processor" has the meaning given to it under applicable Data Protection Laws, provided, however, that to the extent the applicable Data Protection Laws do not provide such definition and meaning, “processor” means and refers to a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller;

“data subject” has the meaning given to it under applicable Data Protection Laws;

“Standard Contractual Clauses” means the standard contractual clauses for controller to processor transfers (Module Two) based upon European Commission Implementing Decision 2021/914 of 4 June 2021 and agreed between Subscriber and Service Provider and set out in Part 1, and with respect to transfers from the UK includes the UK addendum to the Standard Contractual Clauses agreed between Subscriber and Service Provider and set out in Part 2; 

“Third Country” means a country outside the European Economic Area (EEA) not recognized by the European Commission (or, as applicable, the UK Information Commissioner’s Office) as providing an adequate level of protection for personal data (as described in the GDPR);

"Information Security Program" means the Information Security Program attached to this DPA as Exhibit 1; and

"Security Incident" means the loss of, or attempted or successful unauthorised access, use, disclosure, modification, or destruction of, any Subscriber Data, other Subscriber materials, or any information system that hosts or otherwise processes Subscriber Data.

2.    Data Processing.

2.1.    Scope and Roles

The Parties acknowledge and agree that:

2.1.1.    This DPA applies when Subscriber Data is processed by EnterpriseAlumni.

2.1.2.    Subscriber is, or shall be regarded as, a controller of Subscriber Personal Information and the Service Provider is, or shall be regarded as, a processor of Subscriber Personal Information; 

2.2.    Details of Data Processing

2.2.1.    Subject Matter.  The subject matter of this DPA is the processing of Subscriber Data, including as detailed in the Service Provider’s privacy policy available at EnterpriseAlumni Privacy Policy.

2.2.2.    Purpose, Nature & Duration. The duration, purpose and nature of the data processing under this DPA is determined by the Agreement.

2.2.3.    Type of Subscriber Data. User behaviour and Subscriber Personal Data uploaded to the Services by end users, Subscriber or Service Provider under Subscriber’s request. 

2.2.4.    Categories of data subjects. The data subjects are individual alumni of Subscriber.

2.3.    Compliance with Laws. 

Each party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of this DPA, including Data Protection Laws.

3.1.    The Service Provider shall:

(a)  only process Subscriber Personal Information as required to perform its obligations under this Agreement;
(b)  not disclose, publicize, share, copy, amend, delete, interfere, or otherwise process Subscriber Personal Information, except as otherwise permitted by this Agreement; and
(c)  comply with any reasonable, lawful and written instructions from Subscriber in relation to the Service Provider's processing of Subscriber Personal Information, except where otherwise required by applicable Data Protection Laws.

The Service Provider shall ensure that all Authorized Persons:

(a)  are and shall continue to be subject to a duty of confidentiality (whether a contractual duty or a statutory duty) and shall not permit any person to process Subscriber Data who is not under such a duty of confidentiality; and

(b). process Subscriber Data only as necessary for the Service Provider to perform its obligations under this Agreement.

The Service Provider shall ensure that access, retrieval and other processing of Subscriber Data by Authorized Persons is restricted to those who have a legitimate and necessary reason to so access, retrieve and otherwise process such Subscriber Data for purposes of performing this Agreement.

The Service Provider will not access, use, or disclose any Subscriber Data to any third party, except to the extent required to maintain or provide the Services, or as required by applicable law or a valid and binding order of a governmental body (such as a subpoena or court order). In the event that a governmental body demands access to Subscriber Data, the Service Provider shall endeavor to redirect such demand to the Subscriber for direct request. In connection therewith, the Service Provider may provide basic contact information of the Subscriber to the governmental body. In the event that the Service Provider is compelled by law to disclose Subscriber Data to a governmental body, it shall provide prompt notice to the Subscriber in order to permit the Subscriber to seek a protective order or other appropriate remedy, unless prohibited by law from doing so.

The Service Provider has implemented and maintains a comprehensive Information Security Program with technical and organizational measures to protect Subscriber Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access and against all other unlawful forms of processing. 

Details of the Information Security Program are set forth in Exhibit 1.

6.1.    Authorized Sub-processors. Subscriber provides general authorization to Service Provider’s use of sub-processors to provide processing activities on Subscriber Data on behalf of the Service Provider (“Sub-processors”) in accordance with this Section.

The current list of Service Providers' sub-processors can be found at https://enterprisealumni.com/sub-processors.  At least 30 days before Service Provider engages a Sub-processor, Service Provider will update the applicable website and provide Subscriber with a mechanism to obtain notice of that update. The Subscriber will have the right to object to a Sub-processor, within ten (10) business days of notification, following the “Right to object to a New Sub-Processor” process found in the same website. If the Subscriber objects to a new Sub-processor, and that objection is not unreasonable, Service Provider will use reasonable efforts to make available a change in the applicable Service, recommend a commercially reasonable change to the configuration or reserve the right to terminate the service and contract with Subscriber to avoid processing of personal data by the objected-to new Sub-processor.

6.2.    Sub-processor Obligations. Where Service Provider authorizes a Sub-processor as described in Section 6.1: Service Provider will restrict the Sub-processor’s access to Subscriber Data only to what is necessary to provide or maintain the Services; Service Provider will enter into a written agreement with the Sub-processor and, to the extent that the Sub-processor performs the same data processing services provided by Service Provider under this DPA, Service Provider will impose on the Sub-processor the same contractual obligations that Service Provider has under this DPA; and Service Provider will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause Service Provider to breach any of Service Provider’s obligations under this DPA.

The Service Provider agrees to assist the Subscriber, as controller, in fulfilling its obligations to respond to data subjects' requests under applicable Data Protection Law. The Service Provider, as processor, shall promptly notify the Subscriber if it receives a request from a data subject to exercise any of these rights, and the Subscriber shall have the right to review and approve any response to such a request before the Service Provider takes any action in response.

The Service Provider shall:

(a)   notify the Subscriber without undue delay after becoming aware of any Security Incident;  
(b)   take all such measures and actions as are necessary to remedy or mitigate the effects of Security Incidents and shall keep Subscriber up-to-date about all developments in connection with Security Incidents; and
(c)   cooperate with and assist Subscriber with as much information about the Security Incident as the Service Provider is able to disclose, to enable Subscriber to notify a Security Incident to supervisory authorities or data subjects (as applicable).

9.1.    Service Provider Certification and Audit Reports. In addition to the information contained in this DPA, upon Customer’s request, and provided that the parties have an applicable NDA in place, Service Provider will make available the following documents and information: 

(a)   the certificates issued for the ISO 27001 certification (or the certifications or other documentation evidencing compliance with such alternative standards as are substantially equivalent to ISO 27001); and
(b)   the System and Organization Controls (SOC) Report (or the reports or other documentation describing the controls implemented by Service Provider that replace or are substantially equivalent to the SOC).

10.    Application of Standard Contractual Clauses. 

The Standard Contractual Clauses form a part of this DPA and apply to any Customer Data subject to the GDPR that is transferred, either directly or via onward transfer, to any Third Country. 

11.    Termination of the DPA. 

This DPA will continue in force until the termination of the Agreement.

12.    Return or Deletion of Subscriber Data.

Upon termination of the Agreement, Service Provider shall, within ninety (90) days from the Termination Date, delete or return the Subscriber Data.  

13.    Entire Agreement; Conflict. 

Except as amended by this DPA, the Agreement will remain in full force and effect. If there is a conflict between the Agreement and this DPA, the terms of this DPA will control, except that the Service Terms will control over this DPA. Nothing in this document varies or modifies the Standard Contractual Clauses, and in the event of conflict between the Standard Contractual Clauses and other terms of this DPA, the Standard Contractual Clauses shall prevail.

Exhibit 1

Information Security Program

Service Provider will maintain an Information Security Program that complies with applicable data protection laws and regulations, designed to maintain the confidentiality, integrity, and availability of all personal data is collected, processed, and/or stored as part of the delivery of service.  

The Information Security Program encompasses a comprehensive set of policies, procedures, and technical controls that are intended to protect personal data from unauthorized access, use, disclosure, alteration, or destruction as well as a dedicated information security team that is responsible for managing and monitoring the security program and responding to any security incidents or breaches.

The Information Security Program will include the following measures:

1.1.    Access Controls

Service Provider will only give access to Subscriber data to authorized personnel based on the principle of least privilege, and only as necessary to maintain and provide the Services. Service Provider will maintain access controls and policies designed to restrict unauthorized access to data and segregate Subscriber data from other data. 

1.2.    Restricted User Access

Service Provider will provision and restrict user access to its systems in accordance with least privilege principles based on personnel job functions, require review and approval prior to provisioning access, require at least quarterly review of access privileges and, where necessary, revoke access privileges in a timely manner. Two-factor authentication for access is required on all platforms where technically possible. 

1.3.    Vulnerability Assessments

Service Provider will perform regular vulnerability assessments and penetration testing on the product and network, and will investigate any identified issues and track them to a resolution in a timely manner.

1.4.    Application Security

Service provider will perform regular application security reviews designed to identify, mitigate and remediate security risks.

1.5.    Change Management

Service provider will maintain controls to ensure any change to systems or the product follow a comprehensive change management policy with a robust process designed to log, authorize, test, approve and document changes. 

1.6.    Data Integrity

Service Provider will maintain controls designed to provide data integrity during transmission, storage and processing.  Service Provider will execute data deletion upon Subscriber´s request. 

1.7.    Business Continuity and Disaster Recovery

Service Provider will maintain a Business Continuity and Disaster Recovery Policy that is tested periodically as part of an overall risk management strategy for ensuring the long term resilience and viability of the business. 

1.8.    Incident Management

Service Provider will maintain corrective action plans and incident response plans, following an Incident and Security Incident Management Process, to respond to potential security threats to the product and platform.  The Incident Management Process will implement steps and controls to detect, mitigate, investigate, and report incidents.  Any relevant security incident will be communicated to the Subscriber in a timely manner.

1.9.    Data Decommission

Service Provider will maintain a data decommissioning process that will establish how the Service Provider will ensure data deletion.

2.    Physical Security

As the Service Provider's system is hosted by a 3rd Party, physical security measures do not apply directly to the Service Provider. However, the Service Provider will maintain controls in place as part of the Vendor Management Program to ensure that the datacentre where the system is hosted is secure and follows best practices.

3.1.    Employee & Contractor on-boarding

3.1.1.    User Provisioning. Service Provider will create user accounts for new employees with only appropriate permissions and access levels to the systems and data they need to perform their job.
3.1.2.    Security Training. Service Provider will implement and maintain mandatory security and data trainings that will be reviewed and updated annually. 
3.1.3.    Policy Acceptance. Service provider will implement and maintain a “Security Framework” that will include all Security Policies and Processes, providing a comprehensive approach to managing an the security posture.  The Security Framework must be reviewed and accepted by all employees and contractors. 
3.1.4.   Background Checks. Where permitted by law, and to the extent available from applicable governmental authorities, Service Provider will require that each employee undergo a background investigation that is reasonable and appropriate for that employee’s position and level of access.

3.2    Employee off-boarding

Service Provider will maintain controls to protect its systems and data when an employee leaves the company. These controls will include, but are not limited to, making sure users are deactivated in a timely manner and access reviews are performed periodically. 

4.    Continued Evaluation

Service Provider will conduct periodic reviews of the Information Security Program and will update or alter it as necessary to respond to new security risks and to take advantage of new technologies. Regular updates to policies and procedures ensure that they remain effective and compliant with the latest data protection laws and regulations.

PART 1 

Standard Contractual Clauses

Controller-to-Processor Transfers 

This attachment is attached to and forms part of the EnterpriseJungle, inc. (d/b/a EnterpriseAlumni) Data Processing Addendum. Unless otherwise defined in this attachment, capitalised terms used in this attachment have the meanings given to them in the DPA.  

SECTION I  

Clause 1

Purpose and scope 

1. 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.

2. The Parties:

   1. 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

   2. 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”). 
   

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

4. 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

1. 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.

2. 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

1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
   

   1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
   2. Clause 8.1(b), 8.9(a), (c), (d) and (e);
   3. Clause 9(a), (c), (d) and (e)
   4. Clause 12(a), (d) and (f);
   5. Clause 13;
   6. Clause 15.1(c), (d) and (e);
   7. Clause 16(e);
   8. Clause 18(a) and (b).

2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7 – Optional

Not used

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

8.1   Instructions

1. 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.

2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2   Purpose limitation

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

8.3   Transparency

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

8.4   Accuracy

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

8.5   Duration of processing and erasure or return of data

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

8.6   Security of processing

1. 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.

2. 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.

3. 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.

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

8.7   Sensitive data

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

8.8   Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union⁽²⁾ (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

1. 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;

2. 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;

3. 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

4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9   Documentation and compliance

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

2. 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.

3. 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.

4. 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.

5. 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

1. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.⁽³⁾ The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

3. 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.

4. 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.

5. 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

1. 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.

2. 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. 

3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

1. 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.

2. 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.

3. 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:

   1. 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;

   2. refer the dispute to the competent courts within the meaning of Clause 18.

4. 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.

5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

6. 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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

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

Clause 13 

Supervision

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

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

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

2. 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

1. 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.

2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

   1. 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;

   2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards⁽⁴⁾;

   3. 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.

3. 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.

4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

5. 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).

6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities 

15.1   Notification

1. 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:

   1. 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

   2. 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.

2. 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.

3. 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.).

4. 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.

5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
   
   

15.2   Review of legality and data minimisation

1. 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).

2. 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. [For Module Three: The data exporter shall make the assessment available to the controller.]

3. 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

1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

2. 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).

3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

   1. 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;

   2. the data importer is in substantial or persistent breach of these Clauses; or

   3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

   In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

4. 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.

5. 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 the Member State of the main establishment of the data exporter, or England and Wales where the data exporter is established outside the EU.
 

Clause 18

Choice of forum and jurisdiction 

1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

2. The Parties agree that those shall be the courts of the Member State of the main establishment of the data exporter, or England and Wales where the data

3. 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.

4. 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.

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

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

⁽⁴⁾ As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative 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.

ANNEX I

 A.  LIST OF PARTIES

Data exporter(s):

Name: The entity identified as “Subscriber” in the DPA

Address: The address for the Subscriber specified in the DPA or the Agreement

Contact person’s name, position and contact details: The contact details associated with the Subscriber specified in the DPA or the Agreement.

Activities relevant to the data transferred under these Clauses: The activities specified in Section 2 of the DPA.

Signature and date: The data exporter will be deemed to have signed this Annex I by signing the DPA or the Agreement.

Role (controller/processor): Controller

Data importer(s):

Name: “EnterpriseJungle, inc.” or “Service Provider” as identified in the DPA.

Address: The address for the Service Provider specified in the DPA or the Agreement.

Contact person’s name, position and contact details: The contact details associated with the Service Provider specified in the DPA or the Agreement.

Activities relevant to the data transferred under these Clauses: The activities specified in Section 2 of the DPA.

Signature and date: By transferring Subscriber Data to Third Countries on Subscriber’s instructions and/or by signing the DPA or Agreement, the data importer will be deemed to have signed this Annex I.

Role (controller/processor): Processor

B.  DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Categories of data subjects are specified in Section 2 of the DPA.

Categories of personal data transferred

Categories of personal data transferred are specified in Section 2 of the DPA.

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.

N/A - There will be no sensitive personal data transferred.

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

Personal data is transferred on a continuous basis based on the Subscriber use of the service.

Nature of the processing

The nature of the processing is described in Section 2 of the DPA.

Purpose(s) of the data transfer and further processing

The purpose of the processing is described in Section 2 of the DPA.

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

Not applicable because the data exporter determines the duration of processing in accordance with the terms of the DPA.

The duration of the processing is described in Section 2 of the DPA.

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

The subject matter, nature and duration of the processing are described in Section 2 of the DPA.

C. COMPETENT SUPERVISORY AUTHORITY

The supervisory authority responsible for overseeing the data exporter, or where the data exporter is established in multiple Member States, the lead supervisory authority, or the UK Information Commissioner’s Office where the data exporter is established outside the EU.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

The technical and organizational measures (including the certifications held by the data importer) as well as the scope and the extent of the assistance required to respond to data subjects’ requests, are described in the DPA.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

The technical and organisational measures that the data importer will impose on sub-processors are described in the DPA.

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorised the use of the sub-processors detailed in Section 6 of the DPA.

PART 2

Standard Data Protection Clauses to be issued by the Commissioner under S119A(1) Data Protection Act 2018

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

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.

Part 1: Tables

Table 1: Parties

Table 2:  Selected SCCs, Modules and Selected Clauses

Table 3:  Appendix Information

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

Table 4:  Ending this Addendum when the Approved Addendum Changes

Part 2: Mandatory Clauses

Entering into this addendum

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

   Interpretation of this Addendum 

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

4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies. 

8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into. 

Hierarchy

8. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section ‎10 will prevail.

9. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

10. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

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

    1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers; 

    2. Sections ‎9 to ‎11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

    3. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

13. Unless the Parties have agreed alternative amendments which meet the requirements of Section ‎12, the provisions of Section ‎15 will apply.

14. No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎12 may be made.

15. The following amendments to the Addendum EU SCCs (for the purpose of Section ‎12) are made:

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

    2. In Clause 2, delete the words:

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

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

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

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

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

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

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

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

    7. References to Regulation (EU) 2018/1725 are removed;

    8. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

    9. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

    10. Clause 13(a) and Part C of Annex I are not used;

    11. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

    12. In Clause 16(e), subsection (i) is replaced with:

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

    13. Clause 17 is replaced with:

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

    14. Clause 18 is replaced with:

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

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

Amendments to this Addendum

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

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

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

    1. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or

    2. reflects changes to UK Data Protection Laws;

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

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

    1. its direct costs of performing its obligations under the Addendum; and/or

    2. its risk under the Addendum,

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

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