This Data Processing Agreement has been concluded on this day BETWEEN:

The Client (the “Controller”), as defined in the applicable Master Service Agreement;
and
EON Group Holdings, Inc., with its registered address at 11 West 30th Street, 6th Floor, New York, NY 10001, United States of America (the “Processor”).

GENERAL

The EU General Data Protection Regulation 2016/679 (“GDPR”) requires a written agreement between a Controller and a Processor (as defined by the GDPR) in order to allow the Processing of Personal Data by the Processor on behalf of the Controller.  For this reason, the parties have agreed to enter into this Data Processing Agreement (“DPA”).  The GDPR, any other EU member state privacy or data protection law are hereafter referred to as “Data Protection Law”.

This DPA shall apply to all Processing of Personal Data by the Processor on behalf of the Controller under the Agreement entered into between the parties and any agreement amending, supplementing, extending or replacing the  Agreement and any orders for products and/or services placed thereunder.

In the event of conflicting terms between this DPA and the Agreement, this DPA shall prevail.

1. Definitions

1. “Personal Data” means any information relating to an identified or identifiable natural person, including an identifier such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
2. “Data Subject” means a natural person who can be identified, directly or indirectly, by the Personal Data.
3. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed.
4. “Processing” or ”to Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
5. “Sub-processor” means any third party engaged by the Processor, or its Sub-processor, to Process Personal Data on behalf of the Controller.
6. “SCC” means either the standard contractional clauses adopted by the European Commission implementing decision 2010/87/EC, the standard contractual clauses adopted by European Commission implementing decision 2021/3972 (Module 3) (repealing the former decision) or any other clauses amending or replacing the latter.
7. “EEA” means member state countries of the European Union and countries of the European Economic Area.
8. To the extent the terms and definitions in this DPA are defined in GDPR they shall be interpreted in accordance with the definition in GDPR. In the event of conflicting definitions between the definitions in this DPA and the definitions in GDPR, the definitions in GDPR shall prevail.

2. DATA PROCESSING

1. The Processor agrees to comply with Data Protection Law, and with any other laws applicable to the Processor to the extent it is not in conflict with Data Protection Law. At regular intervals the Processor shall assess whether any laws applicable to the Processor are in conflict with this DPA.
2. The Processor shall only Process Personal Data in accordance with this DPA or any other documented instructions provided by the Controller. If EU or EU member state law imposes additional processing requirements, the Processor shall inform the Controller of such legal requirements before Processing, unless prohibited by applicable law on important grounds of public interest.
3. If the Processor lacks instructions which the Processor deems necessary in order to carry out an assignment from the Controller, or if the Controller’s instructions infringe Data Protection Law or other applicable law, the Processor shall notify the Controller without undue delay and await the Controller’s further instructions.
4. The Processor shall enable the Controller to access, rectify, erase, restrict and transmit the Personal Data Processed by the Processor. The Processor shall comply with any instruction related to the above without undue delay and in any event within 14 calendar days. If the Controller erases, or instructs the Processor to erase, any Personal Data held by the Processor, the Processor shall ensure that the Personal Data is erased so that it cannot be recreated by any party.
5. The Processor shall notify the Controller without undue delay about any events or other circumstances likely to have an adverse effect on Processor’s ability to fulfill its obligations under this DPA, including SCC, whenever applicable.
6. The Processor shall notify the Controller without undue delay as to any contacts with a supervisory authority, concerning or of significance for, the Processing of Personal Data carried out on behalf of the Controller. The Processor may not represent the Controller, nor act on the Controller’s behalf, against any supervisory authority or other third party.
7. The Processor shall assist the Controller in its contacts with any supervisory authority, including, upon the Controller’s instruction, by providing any information requested by the supervisory authority. For the avoidance of doubt, the Processor may not disclose Personal Data or any information on the Processing of Personal Data without explicit instructions from the Controller.
8. If a Data Subject requests information from the Processor concerning the Processing of Personal Data, the Processor shall forward the request to the Controller and assist the Controller in responding to such request as obliged by Data Protection Law. The Processor shall assist the Controller by appropriate technical and organizational measures, taking into account the nature of the Processing.
9. The Processor shall impose adequate contractual obligations regarding confidentiality and security upon its personnel which have been authorized to Process Personal Data.
10. The Processor shall assist the Controller in ensuring compliance with the Controller’s obligations under Data Protection Law, e.g. assist with security measures, data protection impact assessments (including prior consultation), and in situations involving Personal Data Breach.
11. The Processor shall maintain a record of all Processing activities carried out on behalf of the Controller. Upon the Controller’s request, the Processor shall promptly make the record available to the Controller in a generally readable electronic format, including as a minimum the following information:
    
    1. the name and contact details of the Processor, its authorized representatives, and if applicable, the Data Protection Officer (as defined in Data Protection Law) of the Processor;
    2. where applicable, the name and contact details of any Sub-processor, its authorized representative, and Data Protection Officer of the Sub-processor;
    3. the actual Processing activities carried out by the Processor and/or Sub-processor on behalf of the Controller;
    4. where applicable, transfers of Personal Data to a third country including the identification of that third country and suitable safeguards employed to ensure an adequate level of protection of the Data Subject; and
    5. a general description of the technical and organizational measures employed to ensure an appropriate level of security.

3. SECURITY

1. The Processor, shall implement appropriate technical and organizational security measures, to ensure the confidentiality, integrity and availability of Personal Data and the robustness and resilience of the processing systems and services in use for the processing of Personal Data under this DPA. The Processor shall in particular protect Personal Data from unauthorized disclosure by using pseudonymization and encryption techniques whenever such safeguards are available and appropriate.
2. The Processor shall observe relevant codes of conduct, industry best practice, and guidelines issued or approved by supervisory authorities and at least implement a process for regularly testing, assessing and evaluating the effectiveness of any measures taken as described in Clause 3.1.
3. The Processor shall notify the Controller, in writing, without undue delay after the Processor has or should have become aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data. Additionally, the Processor shall whenever possible restore the confidentiality, availability and access to Personal Data without undue delay, unless other measures are agreed between the parties.
4. The Processor must be able to verify its compliance with this DPA and Data Protection Law and shall maintain adequate documentation verifying fulfillment of its obligations hereunder. Further, the Controller, or a third party approved by the Controller, may conduct audits to ensure that the Processor is complying with this DPA and Data Protection Law. The Processor shall, upon the Controller’s request and without undue delay, provide necessary assistance and allow inspection of any relevant documentation and, to the extent such documentation is not deemed sufficient, its Processing facilities. Each Party shall bear its own costs related to the audit.

4. SUB-PROCESSING

1. Subject to the provisions below, the Controller hereby gives the Processor a general consent to engage Sub-processors for Processing of Personal Data on behalf of the Controller. The Processor shall inform the Controller before transferring any Personal Data to a new Sub-processor. Following receipt of such information the Controller shall notify the Processor if it objects to the new Sub-processor. If the Controller does not object to the Sub-processor within 30 days of receiving the information, the Controller shall be deemed to have accepted the Sub-processor. If the Controller has raised a reasonable objection to the new Sub-processor, and the parties have failed to agree on a solution within reasonable time, the Controller shall have the right to terminate this DPA and any contract relating to the Processing with a notice period determined by the Controller, without prejudice to any other remedies available under law or contract. During the termination period, the Processor is not allowed to transfer any Personal Data to the Sub-processor.
2. The Processor warrants that it has used reasonable efforts to determine that a Sub-processor is able, through the implementation of appropriate technical, organizational and contractual measures, to satisfy its obligations under the processing agreement with the Processor and Data Protection Law.
3. The Processor shall enter into appropriate written agreements with all of its Sub-processors on terms corresponding to this DPA, including without limitation, the Controller’s right to conduct supplementary audits on the Sub-processor in accordance with Section 3.4 above. The Processor shall remain fully liable to the Controller for the performance or non-performance of the Sub-processor’s obligations.
4. Upon the Controller’s request, the Processor is obliged to provide information regarding any Sub-processor, including name, address and the Processing carried out by the Sub-processor.

5. DISCLOSURE REQUESTS BY PUBLIC AUTHORITIES

1. The Processor shall not disclose Personal Data to any public authority, agency or other third party (each a “Public Authority”), unless the Processor receives a civil or criminal subpoena, warrant, or other official and written request which (a) is issued by a Public Authority with the authority and jurisdiction to demand the disclosure, (b) is legally binding on the Processor and requires the Processor to disclose Personal Data in response thereto, and (c) not contradictory to Data Protection Law (a “Disclosure Request”).
2. If the Processor is contacted by a Public Authority with a Disclosure Request, Processor shall:
   
   1. attempt to redirect the Requesting Authority to request that Personal Data directly from the Controller instead;
   2. promptly notify the Controller by submitting an incident notification for Personal Data Breach according to Section 8 with a copy of the Disclosure Request, unless legally prohibited from doing so;
   3. review the Disclosure Request to determine whether it is valid and if the Processor has a legal requirement to disclose Personal Data; and
   4. assert its legal rights, including to resist and narrow the demand by taking available remedies with reasonable prospect of success, and/or seek a stay from enforcement of the Disclosure Request.
3. In the event the Processor is notified by the Public Authority issuing a Disclosure Request that the Processor is prohibited by law from giving notice to Controller of the Disclosure Request, the Processor will use best efforts to relieve itself of any such prohibition, limited by prospect of success, so that it may fully disclose such Disclosure Request to the Controller and coordinate with the Controller in responding to the Disclosure Request. In any case, the Processor will provide notice to the Controller of the Disclosure Request immediately as soon as legally permissible.
4. In no event shall the Processor provide any Public Authority.
   
   1. direct or indirect access to Personal Data;
   2. encryption keys used to secure Personal Data or the ability to break such encryption; or
   3. access to Personal Data if the Processor is aware that the Personal Data is to be used for purposes other than those stated in the Disclosure Request, unless such access is based on EU or EU Member State laws, legally binding on the Processor.
5. In support of the above, Processor may provide to the Requesting Authority, Controller’s basic contact information used for incident notifications referred to in Clause 8.1.

6. TRANSFER OF PERSONAL DATA OUTSIDE THE EEA

1. Any transfer of Personal Data to a third country by the Processor shall be done only on the basis of documented instructions from the Controller or in order to fulfil a specific requirement under EU or Member State law to which the processor is subject and shall take place in compliance with Data Protection Law.
2. The Controller agrees that where the Processor engages a Sub-processor in accordance with Clause 4, for carrying out specific Processing activities (on behalf of the Controller) and those Processing activities involve a transfer of Personal Data within the meaning of Data Protection Law, the Processor and the Sub-processor shall ensure compliance with Data Protection Law by using SCC, provided the conditions for the use of SCC are met.
3. If and to the extent this DPA and the SCC are inconsistent, the provisions of the applicable SCC shall prevail

7. LIABILITY

1. If the Processor Processes Personal Data in breach of the Controller’s lawful instructions, this DPA or Data Protection Law, the Processor shall fully indemnify and hold the Controller harmless for any loss, cost or damage, including but not limited to claims by a Data Subject, administrative fines or any other financial penalties imposed by supervisory authorities or other competent authorities, due to the Processor’s (or its Sub-processors’) Processing of Personal Data.
2. In case of claims by a Data Subject, administrative fines or any other financial penalties imposed by supervisory authorities or other competent authorities, the Controller shall, where this would not jeopardize the Controller’s defense: (a) notify the Processor promptly in writing of any such potential or pending claims or penalties; (b) use reasonable endeavors to reduce or avoid such claims or penalties; (c) allow the Processor to comment on any response, settlement, defense or appeal in relation to such claim; and (d) to a reasonable extent provide the Processor with information in relation to the same. For the sake of clarity, the Controller will not be bound by any recommendations made by the Processor.

8. INCIDENT NOTIFICATION

1. The Processor shall notify Controller of a Personal Data Breach in accordance with Article 33 GDPR by means of sending a notification e-mail in English to the email address included in the Agreement for such purposes or the signatory of the Agreement.
2. The notification shall be considered effective upon e-mail receipt from the Controller which will be automatically generated.
3. The notification shall be as specific as possible and at least include all information available to the Processor regarding the Personal Data Breach set out in Article 33.3 GDPR including, to the best of the Processor’s knowledge, (i) which systems or processes that are affected, (ii) the country where the breach is noted and observed, (iii) the country where the data is Processed, and (iv) the nationality of the Data Subjects affected. The notification may not include any Personal Data related to the Data Subject(s) affected by the Personal Data Breach.

9. TERM

1. Upon termination or expiry of the services relating to the Processing, the Processor shall submit all Personal Data to the Controller on a medium as reasonably requested by the Controller. The Processor shall thereafter, in accordance with the provisions on erasure in Section 2.4, ensure that there is no Personal Data remaining with the Processor or any of its Sub-processors.
2. This DPA is applicable from the date of its execution and until all Personal Data is erased in accordance with Section 9.1 above.

10. DISPUTE RESOLUTION

1. This DPA shall be governed by law in the jurisdiction where the Controller is domiciled.
2. Any dispute, controversy or claim arising out of, or in connection with this DPA, or the breach, termination or invalidity hereof, shall be finally settled by arbitration in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. “JAMS”. The seat of the arbitration shall be as defined in the Agreement. The language to be used in the arbitral proceedings shall be English.

ANNEX I
DESCRIPTION OF THE PROCESSING OF PERSONAL DATA

Under Data Protection Law, the Processor shall only Process Personal Data in accordance with Controller’s documented instructions, as regulated in the DPA.  This document forms part of the Controller’s instructions, directing the Processor to the scope, nature, and purpose when Processing Personal Data on behalf of the Controller.  The actual data processed will be limited to those necessary to provide the Services as defined in the applicable Master Service Agreement and any Purchase Orders, and solely for the term defined therein.

1. SCOPE OF PROCESSING

The Processor shall Process Personal Data hereunder exclusively within the scope of the following services and/or agreements:

• EON Product Cloud
• EON Consumer Experience (CX Studio)
• EON Exchange
• EON 1ClickResale
• EON 1ClickRepair

2. PURPOSE OF PROCESSING.

The Processor shall only be allowed to Process Personal Data on behalf of Controller for the purpose of

Client (“Controller”) will transfer Personal Data to EON for the purposes of providing digital identity creation, consumer engagement, product authentication, and product lifecycle management services with secure access to the EON Product Cloud, EON Consumer Experience, and associated services that supports circularity of products, or product components, in the possession of the Client or in the possession of its Affiliates, Customers, Consumers, Agents, Representatives, Contractors, or other individuals associated with the Client.  This includes processing necessary for EON’s use, secure access, fraud detection, monitoring of the data and transfers, creation of aggregated data, and reporting, to deliver our services.  Transfer of this data between Parties is only accepted via encrypted transfer means.

Contact Information: the personal data transferred from the Client (Controller) to EON (Processor) includes: Authorized user’s work email address, work phone number, name, work title, username, and password.

Consumer Information: the personal data transferred from the Client’s (Controller) Consumer to EON (Processor) includes: IP Address, name, and email address.

3. CATEGORIES OF DATA SUBJECTS

Select valid option by ticking the right box below.

• Employees (incl current and former employees, trainees and interns, pre-hires and applicants)
• Family members of employees
• Customers (current, former, and potential)
• Business partners, suppliers, and subcontractors (including its employees)
• External agents, representatives, consultants, advisors, auditors
• Visitors (on premise)
• Other categories:

4. TYPES OF PERSONAL DATA

Select valid option by ticking the right box below.

• Name (name and surname)
• Personal identity number
• Date of birth
• Nationality
• Gender
• Pin code
• Password
• Username
• E-mail address
• Telephone number
• Customer number
• Order number
• Tracking ID
• Club member ID
• Buying history
• Payment history
• Billing address
• Shipment address
• Credit rating score
• Salary
• Mortgage (loan/rent)
• Family information
• Emergency number
• Bank account number
• Staff card number
• Employment terms (incl salary and benefits)
• Training records
• Work performance evaluation
• Other performance based evaluations:
• IP-address
• Consumer Device ID (Ex. IMEI)
• MAC-address
• Other location data
• Photo / Video / Audio
• Other categories of Personal Data: Work Title

5. SPECIAL CATEGORIES OF PERSONAL DATA

No special categories of personal data are permitted by EON Policy.

• None / Not Applicable
• Ethnic origin
• Political opinions
• Religion
• Trade union membership
• Genetic data
• Health status
• Biometric data (data which uniquely identifies a Data Subject e.g. facial images/fingerprint)
• Sexual orientation
• Criminal offences (incl suspicion)

6. PROCESSING ACTIVITIES

Select valid option by ticking the right box below.

• Collection
• Registration
• Organization
• Structuring
• Storing
• Adaptation or alteration
• Retrieval
• Accessing, reading or consultation
• Use
• Disclosure by transmission
• Dissemination or otherwise making available
• Alignment or combination
• Restriction
• Erasure or destruction
• Other processing activity: Encryption / Decryption

7. DURATION OF PROCESSING

Personal Data shall not be Processed for a period longer than is necessary for serving its purpose. Select valid option by ticking the right box below.

• The duration of all Processing operations shall be: The duration of all Processing operations shall be for the duration of the Agreement, unless provided for otherwise by Client within the Agreement or otherwise required by law.
• The duration of Processing regarding the following specific categories of Personal Data and Processing operations shall apply:
• • Personal Data category (please find above):
    ‍
    
    1. Authorized User Contact Information (Name, Title, Work Email, Work Phone, Username, Password):  For all authorized services users and their associated personal data, the duration of processing will be for the duration of the agreement or until individual user’s secure access is revoked by the Client/Controller, whichever time frame is shorter.
    2. Consumer IP Address:  The duration of the processing will be as long as necessary to identify the geographic location and compare it to a list of fraudulent IP Addresses, after which it will be automatically be deleted.  This is generally under a minute unless a security issue is identified.
    3. Consumer Information (Name and Email Address):  For consumers who provide consent along with their name and email address to the Client/Controller branded Consumer Experience, the duration of processing of an individual data subject’s personal data by EON will be limited to the time necessary to transfer this information to the Client/Controller via secure means, or 24 hours, whichever is shorter, after which the individual data subject’s personal data will be erased.  Processing of this type will be for the duration of the agreement.
  • Processing operation (please find above):
    • For Authorized Users: Collecting, Organizing, Structuring, Storing, Use, Aligning and Combining, Restriction, and Erasure.
    • For Consumers: Collecting, Organizing, Structuring, Storing, Use, Aligning and Combining, Accessing, reading or consultation, and Erasure.
  • Duration of Processing:
    ‍
    
    1. For all authorized services users and their associated personal data, the duration of processing will be for the duration of the agreement or until individual user’s access is revoked by the client, whichever time frame is shorter.
    2. For individual Consumer IP Address, generally under a minute (automated process) unless otherwise ordered by a recognized authority or as part of an investigation into a security incident.  This processing will continue for the duration of the agreement.
    3. For an individual data subject’s name and email address, processing time will be limited to the time necessary to transfer this information to the Controller via secure means, or 24 hours, whichever is shorter, after which the individual data subject’s personal data will be erased.  Processing of this type will be for the duration of the agreement.

8. DATA SUBJECT RIGHTS

As generally regulated in the DPA the Processor shall allow the Controller:

• to access Personal Data, as described in art 15 GDPR, by means of logging into the Platform for Users.
• to rectify Personal Data, as described in art 16 GDPR, by means of logging into the Platform (Users) or by contacting EON through e-mail or the EON help desk within 14 days from such request.
• to erase Personal Data, as described in art 17 GDPR, by means of contacting EON through e-mail or the EON help desk within 14 days from such request.
• to restrict Personal Data, as described in art 18 GDPR, by means of contacting EON through e-mail or the EON help desk within 72 hours from such request.
• to transmit Personal Data, as described in art 20 GDPR (data portability), by means of contacting EON through e-mail or the EON help desk within 14 days from such request.

EON will support data rights through the Account Services team if requested unless otherwise prohibited by agreement with Client or by law.

9. SUB-PROCESSING

This Annex must be completed in case of the Controller’s authorization of Processor’s engagement of Sub-processors for specific Processing activities.

ANNEX II
TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES PURSUANT TO
ARTICLE 32-34 OF GDPR

Description of the technical and organizational measures implemented by the Controller and/or the Processor (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.

ANNEX III – STANDARD CONTRACTUAL CLAUSES
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)  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 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
   3. Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
   4. Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
   5. Clause 13;
   6. Clause 15.1(c), (d) and (e);
   7. Clause 16(e);
   8. Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
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
Docking clause

1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.  
2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8
Data protection safeguards

MODULE TWO: Transfer controller to processor

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.
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
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.
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.
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).
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.
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. 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  (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.
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.

MODULE THREE: Transfer processor to processor

1. Instructions
   
   1. 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.
   2. 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.
   3. 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.
   4. 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 exporter³.
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 controller, as communicated to the data importer by the data exporter, or from the data exporter.
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 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.
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 rectify or erase the data.
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 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).
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, 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.
   2. 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.
   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, 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.
   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 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.
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 set out in Annex I.B.
8. Onward 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  (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 of Regulation (EU) 2016/679;
   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.
9. Documentation and compliance
   
   1. 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.
   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 controller.
   3. 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.
   4. 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.
   5. Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
   6. 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.
   7. 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

MODULE TWO: Transfer controller to processor

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.  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.

MODULE THREE: Transfer processor to processor

1. 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).
2. 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.  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 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.
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

MODULE TWO: Transfer controller to processor

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.

MODULE THREE: Transfer processor to processor

1. 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.
2. 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.
3. 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

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.

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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.
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

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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 ;
   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). For Module Three: The data exporter shall forward the notification to the controller.
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 [for Module Three: , 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 [for Module Three: 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

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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.
         
         For Module Three: The data exporter shall forward the notification to the controller.
   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.). [For Module Three: The data exporter shall forward the information to the controller.]
   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.
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 [for Module Three: 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.
4. For Modules Two and Three: 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

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of the Netherlands.

Clause 18
Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

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 country where the Controller is domiciled.
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.

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): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

• Data Exporter
• Name: As per the Agreement
• Address: As per the Agreement
• Contact person’s name: As per the Agreement
• Title: As per the Agreement
• Phone Number: As per the Agreement
• Email Address: As per the Agreement
• Mailing Address: As per the Agreement
• Activities relevant to the data transferred under these Clauses: Controller
• Role: Controller
• Signature Date: Same the Agreement
• Data Importer
• Name: EON Group Holdings, Inc.
• Address: 11 West 30th Street, 6th Floor, New York, NY 10001, United States of America
• Contact person’s name: Matt Neibert (non-DPO responsible)
• Title: CTO
• Phone Number: +1 630697.6683
• Email Address: privacy@eongroup.co, matthew.neibert@eongroup.co
• Mailing Address: 11 West 30th Street, 6th Floor, New York, NY 10001, United States of America
• Activities relevant to the data transferred under these Clauses: Processor
• Role: Processor
• Signature Date: Same as the Agreement

B. DESCRIPTION OF TRANSFER

• MODULE TWO: Transfer controller to processor
• MODULE THREE: Transfer processor to processor

See DPA ANNEX I DESCRIPTION OF THE PROCESSING OF PERSONAL DATA

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

The Supervisory Authority for the Controller is: As definedin the Agreement.

The Supervisory Authority for the Processor is: the United States Federal Trade Comission (FTC).

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

• MODULE TWO: Transfer controller to processor
• MODULE THREE: Transfer processor to processor

See DPA ANNEX II TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES PURSUANT TO ARTICLE 32-34 OF GDPR

ANNEX III – LIST OF SUB-PROCESSORS

• MODULE TWO: Transfer controller to processor
• MODULE THREE: Transfer processor to processor

See DPA ANNEX I DESCRIPTION OF THE PROCESSING OF PERSONAL DATA, 9. SUB-PROCESSING