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Data Processing Addendum

Last updated Date: March 27th, 2025

This Data Processing Addendum, including its annexes, exhibits, or appendices ("Addendum") forms part of the Master Subscription Agreement or an Order Form ("Agreement") governing the provision of the SaaS Services (as defined in the Agreement) between AppViewX, Inc. ("AppViewX" or the "Processor") and the Customer named in such Agreement ("Controller") to reflect the parties’ agreement about the Processing of Customer Personal Data (as those terms are defined below).

If you are accepting this DPA on behalf of Customer, you represent and warrant that: (a) you have full legal authority to bind Customer to this DPA; (b) you have read and understand this DPA; and (c) you agree, on behalf of Customer, to this DPA. If you do not have the legal authority to bind Customer, please do not accept this DPA and contact [email protected].

In the event of a conflict between the terms and conditions of this Addendum, or the Agreement, an Order, or any other documentation, the terms and conditions of this Addendum shall prevail with respect to the subject matter of Processing of Customer Personal Data.Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

Whereas, in connection with the performance of its obligations under the Agreement, Processor may process Controller Personal Data (both as defined below) on behalf of the Controller; and

Whereas, the parties wish to set forth the mutual obligations with respect to the processing of Controller Personal Data by the Processor;

Now therefore, intending to be legally bound, the parties hereby agree as follows:

  1. Definitions. In addition to capitalized terms defined elsewhere in this DPA, the following terms shall have the meanings set forth below:
    1. "Applicable Law" means Regulation 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 and repealing Directive 95/46/EC (General Data Protection Regulation) ("GDPR"), laws implementing or supplementing the GDPR, the UK Data Protection Act 2018 ("UK GDPR"), the Swiss Federal Act on Data Protection ("Swiss FADP"), and the California Consumer Protection Act ("CCPA").
    2. "Controller Personal Data" means any Personal Data Processed by Processor on behalf of Controller pursuant to or in connection with the Agreement.
    3. "Data Protection Laws" means Applicable Law and, to the extent applicable, the data protection or privacy laws of any other applicable country where the Services are provided or as agreed in writing between the Parties.
    4. "Personal Information" means any information related to an individual or identifying an individual where such information is contained in the Customer Content, as defined in the Agreement, and is protected similarly as personally identifiable information under Data protection Laws.
    5. "Standard Contractual Clauses" (i) where the EU GDPR applies, the standard contractual clauses adopted by the European Commission pursuant to Commission Decision C/2021/3972 for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs") as set forth on Appendix I; (ii) where the UK GDPR applies, and the respective parties are lawfully permitted to rely on the EU SCCs for transfers of personal data from the United Kingdom subject to completion of a “UK Addendum to the EU Standard Contractual Clauses” ("UK Addendum") issued by the Information Commissioner’s Office under s.119A(1) of the Data Protection Act 2018, the EU SCCs, subject to the execution of the UK Addendum amended as specified by the UK Addendum as set forth on Appendix II, and with respect to the Swiss FADP, the Swiss FADP-specific Addendum, which includes Swiss-specific SCCs and supervisory authority references attached hereto as Appendix-III.
    6. "Sub Processor" means any person (excluding an employee of Processor) appointed by or on behalf of Processor to Process Controller Personal Data on behalf of the Controller in connection with the Agreement.
    7. The terms "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Supervisory Authority" shall have the meanings ascribed to them in the GDPR.

  2. Processing of Controller Personal Data.

    1. Processor shall Process Controller Personal Data on Controller's behalf and at Controller's instructions as specified in the Agreement and in this DPA, including without limitation with regard to transfers of Controller Personal Data to a third country or international organization. Any other Processing shall be permitted only in the event that such Processing is required by any Data Protection Laws to which the Processor is subject. In such event, Processor shall, unless prohibited by such Data Protection Laws on important grounds of public interest, inform Controller of that requirement before engaging in such Processing. In addition to the foregoing, without limitation:
      1. Controller instructs Processor (and authorizes Processor to instruct each Sub Processor) (i) to Process Controller Personal Data for the provision of the services, as detailed in the Agreement ("Services") and as otherwise set forth in the Agreement and in this DPA, and/or as otherwise directed by Controller; and (ii) to transfer Controller Personal Data to any country or territory as reasonably necessary for the provision of the Services and in accordance with Applicable Law.
      2. Controller acknowledges that in connection with the performance of the Services, Processor is a recipient of Controller Personal Data in the United States, the European Economic Area (EEA), the United Kingdom, and Switzerland, depending on the jurisdiction governing the data processing. Processor agrees to abide by and process Controller Personal Data in compliance with the Standard Contractual Clauses.

  3. Controller.

    Controller represents and warrants that it has and shall maintain throughout the term of the Agreement and this DPA, all necessary rights to provide the Controller Personal Data to Processor for the Processing to be performed in relation to the Services and in accordance with the Agreement and this DPA. To the extent required by Data Protection Laws, Controller is responsible for obtaining any necessary Data Subject consents to the Processing, and for ensuring that a record of such consents is maintained throughout the term of the Agreement and this DPA and/or as otherwise required under Data Protection Laws.

  4. Processor Employees.

    Processor shall take reasonable steps to ensure that access to the Controller Personal Data is limited on a need to know and/or access basis and that all Processor employees receiving such access are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in connection with their access to and use of Controller Personal Data.

  5. Security.

    Processor shall implement appropriate technical and organizational measures to ensure an appropriate level of security of the Controller Personal Data including, as appropriate and applicable, the measures referred to in Article 32(1) of the GDPR. In assessing the appropriate level of security, Processor shall take into account the risks that are presented by the nature of the Processing and the information available to the Processor.

  6. Personal Data Breach.

    1. Processor shall notify Controller without undue delay and, where feasible, not later than within forty-eight (48) hours upon Processor becoming aware of a Personal Data Breach affecting Controller Personal Data. In such event, Processor shall provide Controller with reasonable and available information to assist Controller in meeting any obligations to inform Data Subjects or Supervisory Authorities of the Personal Data Breach as required under Applicable Law.
    2. At the written request of the Controller, Processor shall reasonably cooperate with Controller and take such commercially reasonable steps as are agreed by the parties or required under Applicable Law to assist in the investigation, mitigation and remediation of any Personal Data Breach.

  7. CCPA Standard of Care; No Sale of Personal Information.

    Processor acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Processor provides to Controller under the Agreement. Processor shall not have, derive, or exercise any rights or benefits regarding Personal Information Processed on Controller’s behalf, and may use and disclose Personal Information solely for the purposes for which such Personal Information was provided to it, as stipulated in the Agreement and this DPA. Processor certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling (as such term is defined in the CCPA) any Personal Information Processed hereunder, without Controller’s prior written consent, nor taking any action that would cause any transfer of Personal Information to or from Processor under the Agreement or this DPA to qualify as “selling” such Personal Information under the CCPA. For the avoidance of doubt, Processor will not use, retain or disclose Personal Information for any purpose other than providing the Service.

  8. Sub Processing.

    1. Controller authorizes Processor to appoint (and permits each Sub Processor appointed in accordance with this Section 8 to appoint) Sub Processors in accordance with this Section 8. Processor has included as Annex III the list of the Sub Processors that is used currently.
    2. Processor may continue to use those Sub Processors already engaged by Processor as identified to Controller as of the date of this DPA.
    3. Processor may appoint new Sub Processors and shall give notice of any such appointment to Controller. If, within seven (7) days of such notice, Controller notifies Processor in writing of any reasonable objections to the proposed appointment, Processor shall not appoint the proposed Sub Processor for the Processing of Controller Personal Data until reasonable steps have been taken to address the objections raised by Controller and Controller has been provided with a reasonable written explanation of the steps taken. Where such steps are not sufficient to relieve Controller's reasonable objections, each of Controller or Processor may, by written notice to the other party and with immediate effect, terminate the Agreement to the extent that it relates to the Services requiring the use of the proposed Sub Processor. In such event, the terminating party shall not bear any liability for such termination.
    4. With respect to each new Sub Processor, Processor shall:
      1. Prior to the Processing of Controller Personal Data by Sub Processor, take reasonable steps (for instance by way of reviewing privacy policies as appropriate) to ensure that Sub Processor is committed and able to provide the level of protection for Controller Personal Data required by this DPA; and
      2. ensure that the arrangement between the Processor and the Sub Processor is governed by a written contract, including terms that offer a materially similar level of protection for Controller Personal Data as those set out in this DPA and meet the requirements of Applicable Law.
    5. Processor shall remain fully liable to the Controller for the performance of any Sub Processor's obligations.

  9. Data Subject Rights.

    1. Controller shall be solely responsible for compliance with any statutory obligations concerning requests to exercise Data Subject rights under Data Protection Laws (e.g., for access, rectification, deletion of Controller Personal Data, etc.). Processor shall, at Controller's sole expense, use commercially reasonable efforts to assist Controller in fulfilling Controller's obligations with respect to such Data Subject requests, as required under Data Protection Laws.
    2. Upon receipt of a request from a Data Subject under any Data Protection Laws in respect to Controller Personal Data, Processor shall promptly notify Controller of such request and shall not respond to such request except on the documented instructions of Controller or as required by Data Protection Laws to which the Processor is subject, in which case Processor shall, to the extent permitted by Data Protection Laws, inform Controller of such legal requirement prior to responding to the request.

  10. Data Protection Impact Assessment and Prior Consultation.

    At Controller's written request and expense, the Processor and each Sub Processor shall provide reasonable assistance to Controller with respect to any Controller Personal Data Processed by Processor and/or a Sub Processor, with any data protection impact assessments or prior consultations with Supervisory Authorities or other competent data privacy authorities, as required under any Data Protection Laws.
  11. Deletion or Return of Controller Personal Data. Processor shall promptly and in any event within sixty (60) days of the date of cessation of provision of the Services to Controller involving the Processing of Controller Personal Data, delete, return, or anonymize all copies of such Controller Personal Data, provided however that Processor may retain Controller Personal Data, as permitted by Applicable Law.

  12. Audit Rights.

    1. Subject to Sections 12.2 and 12.3, Processor shall make available to an auditor mandated by Controller in coordination with Processor, upon prior written request, such information reasonably necessary to demonstrate compliance with this DPA and shall allow for audits, including inspections, by such reputable auditor mandated by the Controller in relation to the Processing of the Controller Personal Data by the Processor, provided that such third-party auditor shall be subject to confidentiality obligations.
    2. Any audit or inspection shall be at Controller's sole expense, and subject to Processor's obligations to third parties, including with respect to confidentiality.
    3. Controller and any auditor on its behalf shall use best efforts to minimize or avoid causing any damage, injury or disruption to the Processors' premises, equipment, employees and business. Controller and Processor shall mutually agree upon the scope, timing and duration of the audit or inspection and the reimbursement rate, for which Controller shall be responsible. Processor need not give access to its premises for the purposes of such an audit or inspection:
      1. to any individual unless he or she produces reasonable evidence of identity and authority;
      2. if Processor was not given a prior written notice of such audit or inspection;
      3. outside of normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis; or
      4. for the purposes of more than one (1) audit or inspection in any calendar year, except for any additional audits or inspections which:
        1. Controller reasonably considers necessary because of genuine concern as to Processor's compliance with this DPA; or
        2. Controller is required to carry out by Applicable Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Applicable Law in any country or territory, where Controller has identified its concerns or the relevant requirement or request in its prior written notice to Processor of the audit or inspection.
      5. Processor shall immediately inform Controller if, in its opinion, an instruction received under this DPA infringes the GDPR or other applicable Data Protection Laws.

  13. General Terms.

    1. Governing Law and Jurisdiction.
      1. The parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity.
      2. This DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.
    2. Order of Precedence.
      1. Nothing in this DPA reduces Processor's obligations under the Agreement in relation to the protection of Controller Personal Data or permits Processor to Process (or permit the Processing of) Controller Personal Data in a manner that is prohibited by the Agreement.
      2. This DPA is not intended to, and does not in any way limit or derogate from Controller's obligations and liabilities towards the Processor under the Agreement and/or pursuant to Data Protection Laws or any law applicable to Controller in connection with the collection, handling and use of Controller Personal Data by Controller or other processors or their sub processors, including with respect to the transfer or provision of Controller Personal Data to Processor and/or providing Processor with access thereto.
      3. Subject to this Section 13.2, with regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail. In the event of inconsistencies between the provisions of this DPA and the EU Standard Contractual Clauses, the UK International Data Transfer Addendum, or the Swiss Addendum (to the extent they apply), the respective EU SCCs, UK Addendum, or Swiss Addendum shall prevail in accordance with the applicable GDPR, UK GDPR, and Swiss FADP requirements.
    3. Changes in Data Protection Laws.
      1. Controller may, by at least forty-five (45) calendar days' prior written notice to Processor, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under any Data Protection Laws in order to allow Controller Personal Data to be Processed (or continue to be Processed) without breach of that Data Protection Laws.
      2. If Controller gives notice with respect to its request to modify this DPA under Section 13.3.1, (i) Processor shall make commercially reasonable efforts to accommodate such modification request and (ii) Controller shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein.
      3. Severance. Should any provision of this DPA be held invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the parties' intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Appendix - I

Standard Contractual Clauses for Personal Data Transfers from an EU

Module Two: Controller to a Processor

SECTION I

CLAUSE 1
Purpose and scope
  • 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.
  • The Parties:
    • 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
    • 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').
    • These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
    • 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
  • 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.
  • 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
  • Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    • Clause 8.1(b), 8.9(a), (c), (d) and (e);
    • Clause 9(a), (c), (d) and (e);
    • Clause 12(a), (d) and (f);
    • Clause 13;
    • Clause 15.1(c), (d) and (e);
    • Clause 16(e);
    • Clause 18(a) and (b).
  • Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
CLAUSE 4
Interpretation
  • Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  • These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  • 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
Docking clause
  • 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.
  • 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.
  • 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

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

  • 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.
  • 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

  • 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.
  • 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.
  • 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.
  • 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 (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:

  • 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;
  • 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;
  • 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
  • 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

  • The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  • 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.
  • 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.
  • 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.
  • 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
  • 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 changes to that list through the addition or replacement of sub-processors, thereby giving the data exporter an opportunity to object to such changes to the list of 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.
  • 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 fullfils 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.
  • 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.
  • The data importer shall remain fully responsible to the data exporter for the performance of the subprocessor'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 fulfill its obligations under that contract.
  • The data importer shall agree to 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
  • 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.
  • 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.
  • In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
CLAUSE 11
Redress
  • 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.
  • 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.
  • 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:
    • 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;
    • refer the dispute to the competent courts within the meaning of Clause 18
  • 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.
  • The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  • 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
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
CLAUSE 13
Supervision
  • 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) 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.
  • 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.
  • 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
  • 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.
  • The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
    • 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;
    • 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;
    • 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.
  • 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.
  • The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  • 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).
  • 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

  • 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:
    • 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
    • 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.
  • 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.
  • Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
  • The data 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.
  • 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

  • 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).
  • The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
  • The data 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
  • The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  • 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).
  • The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    • 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;
    • the data importer is in substantial or persistent breach of these Clauses; or
    • 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.
  • 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.
  • Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
CLAUSE 17
Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

CLAUSE 18
Choice of forum and jurisdiction
  • Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  • The Parties agree that those shall be the courts of Ireland.
  • 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.

The Parties agree to submit themselves to the jurisdiction of such courts.

Appendix - II

UK International Data Transfer Addendum

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Part 1: Tables
Table 1: Parties
Start date
The Parties Exporter (who sends the Restricted Transfer) Importer (who receives the Restricted Transfer)
Parties details

Full legal name:

Trading name (if different):

Main address (if a company registered address):

Official registration number (if any) (company number or similar identifier):

Full legal name:

Trading name (if different):

Main address (if a company registered address):

Official registration number (if any) (company number or similar identifier):
Key Contact

Full Name (optional):

Job Title:

Contact details including email:

Full Name (optional):

Job Title:

Contact details including email:
Signature (if required for the purposes of Section 2)
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCs

a. The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

Date:

Reference (if any):

Other identifier (if any):

Or

b. the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:
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:

Annex 1A: List of Parties: The Data Exporter and Data Importer as defined in the DPA.

Annex 1B: Description of Transfer: As set out in Annex 1 to the DPA.

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: As set out in Annex 2 to the DPA.

Annex III: List of Sub processors

Table 4: Ending this Addendum when the Approved Addendum Changes
Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19:

Importer

Exporter

neither Party
Part 2: Mandatory Clauses
Mandatory Clauses
  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
  1. 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:
    2. Addendum This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
    Addendum EU SCCs The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
    Appendix Information As set out in Table 3.
    Appropriate Safeguards The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
    Approved Addendum The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎18.
    Approved EU SCCs The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
    ICO The Information Commissioner.
    Restricted Transfer A transfer which is covered by Chapter V of the UK GDPR.
    UK The United Kingdom of Great Britain and Northern Ireland.
    UK Data Protection Laws All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
    UK GDPR As defined in section 3 of the Data Protection Act 2018.
  2. 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.
  3. 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.
  4. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
  5. 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.
  6. 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
  1. 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.
  2. 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.
  3. 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
  1. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
    • 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;
    • Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
    • 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.
  2. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
  3. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
  4. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
    • References to the "Clauses" means this Addendum, incorporating the Addendum EU SCCs;
    • 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";

    • 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.";

    • 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";

    • 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;"

    • 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;
    • References to Regulation (EU) 2018/1725 are removed;
    • References to the "European Union", "Union", "EU", "EU Member State", "Member State" and "EU or Member State" are all replaced with the "UK";
    • The reference to "Clause 12(c)(i)" at Clause 10(b)(i) of Module one, is replaced with "Clause 11(c)(i)";
    • Clause 13(a) and Part C of Annex I are not used;
    • The "competent supervisory authority" and "supervisory authority" are both replaced with the "Information Commissioner";
    • 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;";

    • Clause 17 is replaced with:

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

    • 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

    • 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
  1. 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.
  2. 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.
  3. From time to time, the ICO may issue a revised Approved Addendum which:
    • makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
    • 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.

  4. 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:
    • its direct costs of performing its obligations under the Addendum; and/or
    • 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.

  5. 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.
Alternative Part 2 Mandatory Clauses:
Mandatory Clauses Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.

Appendix - III

SWISS SCC ADDENDUM

For the purposes of the Swiss SCC Addendum, (i) the term "Member State" shall be construed in a manner that does not preclude data subjects in Switzerland from asserting their rights and initiating legal proceedings in their habitual place of residence (Switzerland) pursuant to Clause 18(c) of the 2021 EU Standard Contractual Clauses (SCCs); (ii) the references to the General Data Protection Regulation (GDPR) shall be interpreted as references to the Swiss Federal Act on Data Protection (FADP) to the extent that the relevant data transfers fall within the scope of the FADP; and (iii) the Federal Data Protection and Information Commissioner of Switzerland shall be designated as the competent supervisory authority under Annex I.C in accordance with Clause 13 of the 2021 EU SCCs, where the transfer of Personal Data is subject to the FADP.

Annex-I

Data Processing Description

A. LIST OF PARTIES

Controller(s) / Data exporter(s):
1 Name: As specified in the Agreement or Order Form
Address: As specified in the Agreement or Order Form
Contact person’s name, position and contact details: As specified in the Agreement or Order Form
Activities relevant to the data transferred under this DPA: Provision of Data to enable the provision of Services by the Vendor
Role (controller/processor): Controller

Processor(s) / Data importer(s): [Identity and contact details of the processor(s) /data importer(s), including any contact person with responsibility for data protection]

1 Name: AppViewX, Inc.
Address: 165 Broadway, 23rd Floor
New York, NY 10006
Contact person’s name, position and contact details: Prasanth Sundararajan
General Manager - Security Engineering & NHI
[email protected]
With copy to: [email protected]
Activities relevant to the data transferred under this DPA: Collection of data for provisioning the services.
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred: Any individuals who are identified or identifiable in the Customer Data provided by the Controller, as described above.
Categories of personal data transferred: Processor only collects First Name, Last Name, Email ID, Phone Number for the purpose of audit and account creation. No other data is being collected or transferred.
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: No Sensitive Data is collected.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): When an event happens in the application, the details will be logged within the application.
Unless the customer chooses to forward the data to an external server, Processor does not send the information outside.
Nature of the processing: All Personal Identifiable Information is encrypted and stored in Processor’s database. The data is then decrypted for internal consumption within the application.
Purpose(s) of the data transfer and further processing: Processor tracks the Personal Identifiable Information for audit purposes. Processor tracks all events in their application through audit logs. Customer may choose to forward the audit logs to an external server for advanced event tracking capabilities.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Personal data will not be retained. Personal Identifiable Information is deleted automatically once Customer terminates their relationship with Processor.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: Subject Matter: the Subscriber Data and/or Data Subjects
Nature of Processing: Processor must process the data collected from or for the Controller or in connection with its services provided to the Controller solely to provide the services specified in the Agreement.
Duration of Processing: The duration of processing will be as designated in the Agreement (during the Term of the Service Agreement).
C: COMPETENT SUPERVISORY AUTHORITY

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

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 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 shall act as the 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 Data Protection Commission (DPC) of Ireland shall act as the Competent Supervisory Authority.

Annex II

Technical and Organisational Security Measures

Description of the technical and organisational measures implemented by the processor(s) / 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.

Measures of pseudonymisation and encryption of personal data Processor performs encryptions for all Personal Identifiable Information data fields in transit and at rest.
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services Necessary security controls are implemented in the application, design & cloud.
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident All support personnel have access to the environment and remote work capabilities in case of an emergency. All support personnel on shift must follow established steps to recover the customer environment.
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing Processor performs periodic security assessments and audits to ensure they are meeting industry standards. Any gaps observed shall be taken into risk backlog and remediated within a specified timeline.
Measures for user identification and authorisation Processor has implemented inbuilt controls like RBAC (Role Based Access Control) in the application for the user management and PAM (Privileged Access Management) onboarding for all critical systems.
Measures for the protection of data during transmission Data in transit is always encrypted.
Measures for the protection of data during storage Data at rest is always encrypted.
Measures for ensuring events logging Production logs are integrated in SIEM (Security Incident & Event Management).
Measures for ensuring system configuration, including default configuration CIS (Critical Information Security) benchmarks are implemented for secure configuration.
Measures for internal IT and IT security governance and management Processor is ISO 27001 certified and SIEM is being implemented to track all logs and events.
Measures for certification/assurance of processes and products Processor is ISO 27001 certified and SIEM is being implemented to track all logs and events.
Measures for ensuring data minimisation Processor only collects First Name, Last Name, Email ID, Phone Number for the purpose of audit and account creation. No other data is being collected.
Measures for ensuring data quality Processor only collects First Name, Last Name, Email ID, Phone Number for the purpose of audit and account creation. No other data is being collected.
Measures for ensuring limited data retention Processor has a retention policy of 30 days following which the data is securely erased.
Measures for allowing data portability and ensuring erasure Processor has implemented cryptographic erasure procedure for the prod data in cloud.

Annex III

LIST OF SUB-PROCESSORS

  1. Amazon Web Services (AWS Data Center)- Hosting provider for SaaS platform
  2. Salesforce Inc. (Customer 360)- Customer Relationship Management (CRM) Platform
  3. Google (Google Workplace)-Customer communications
  4. Palo Alto Networks Inc. (Prisma Cloud)-Cloud Security Platform
  5. Cloudflare Inc. - Web Application Firewall
  6. Atlassian Corporation (JIRA & Confluence)- Defect Management & Documentation tool
  7. MongoDB Inc.- Document Database
  8. ChurnZero Inc.-Customer Success Tool
  9. Gong.io Inc.- Revenue Intelligence platform
  10. Pendo.io Inc. -- User Analytics and In-app Guides Software