Data Processing Addendum (DPA) 

This Data Protection Agreement, including its Appendices ("DPA"), is by and between the Emburse  entity and the Customer entity named in the Order Form to which this DPA is attached. This DPA is hereby incorporated into and made a part of the Terms and Conditions also attached to the Order  Form (collectively the “Agreement”). This DPA shall supersede the Terms and Conditions but only to  the extent this DPA expressly sets forth terms for Processing Personal Data and for compliance with  Data Protection Laws. All capitalized terms not otherwise defined herein shall have the meaning  given to them in the Agreement. 

1. PURPOSE AND SCOPE 

1.1 This DPA shall govern the Processing of Personal Data through the parties’ performance of  the Agreement in compliance with Data Protection Laws. The subject matter, nature and  purpose of the Processing, type of Personal Data, categories of Data Subjects and the  appropriate technical and organizational measures for security of Personal Data are set forth  in Appendices 1 and 2. Sub-processors are identified in Appendix 3. EU Standard  Contractual Clauses and the UK International Data Transfer Agreement are set forth in  Appendices 4 and 5. 

1.2 For purposes of compliance with EU Data Protection Laws and UK Data Protection Laws,  Customer is a Controller and Emburse is a Processor, which terms include similar terms  appearing in Other Data Protection Laws as defined in Section 12. 

2. COMPLIANCE RESPONSIBILITIES 

EMBURSE 

2.1 Emburse shall Process Personal Data in compliance with Data Protection Laws, Other Data  Protection Laws and this DPA.  

2.2 Emburse shall Process Personal Data in accordance with Customer’s documented  instructions but only if such instructions are: (i) based in and for the purpose of performing  the terms of the Agreement which purpose is deemed legitimate; (ii) in compliance with Data  Protection Laws; and (iii) do not differ from or exceed the functionality the Service. Emburse  shall promptly notify Customer if, in Emburse’s commercially reasonable opinion, Emburse  is unable to comply with such instruction, or such instruction is not in compliance as set forth  in (ii) above, or Emburse is required by applicable law or order to discontinue Processing. 

2.3 Emburse shall make commercially reasonable efforts to limit disclosure or access to Personal  Data to any employee, agent or contractor who need to know or have access to the Personal  Data for Emburse’s provision of the Service and performance of the Agreement, and direct  its Sub-processors to undertake same.  

2.4 Emburse shall, if and to the extent permitted by applicable law, promptly notify Customer if  Emburse receives a request from a Data Subject to exercise the Data Subject’s rights of  access, rectification, restriction of Processing, erasure (“right to be forgotten”), data  portability, or objection to the Processing. Emburse shall reasonably cooperate with  Customer and Controllers in responding to such Data Subject requests, subject to Section  2.8.

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2.5 Emburse shall maintain a written record of Processing including the name and contact details  of the Customer, Controllers and Sub-Processors, Emburse’s data protection officer or  representative, categories of Processing, transfers of Personal Data as set forth in Section 9,  and, as practicable, a general description of appropriate safeguards. Emburse shall make  such written records available to a Responsible Authority upon Responsible Authority’s  request. 

CUSTOMER AND CONTROLLERS 

2.6 Customer and/or Controllers shall export, transfer and otherwise provide Personal Data to  Emburse in compliance with Data Protection Laws, Other Data Protection Laws and this  DPA. Customer shall not transfer to Emburse the Personal Data of any Data Subject who  has opted-out from the sale of Personal Data under the CCPA. 

2.7 Customer and/or Controllers shall have sole responsibility for the accuracy, completeness,  format and legality of Personal Data.  

2.8 Customer for itself and on behalf of other Controllers shall have primary responsibility for  receiving, responding to, and resolving any request, complaint or inquiry from a Data Subject,  Responsible Authority, or third party, at Customer’s sole cost and expense. Emburse shall  promptly notify the Customer of any such request, complaint or inquiry received directly by  Emburse, and Emburse shall commercially reasonably cooperate with the Customer in the  response to such request, complaint or inquiry, as required by Data Protection Laws, if and  to the extent permitted by applicable law. If Customer seeks a protective order against such  request, complaint or inquiry, Emburse shall reasonably cooperate with Customer to so seek  a protective order to the extent permitted by applicable law.  

2.9 Customer and/or Controllers shall have sole responsibility for obtaining any and all relevant  agreements, authorizations, consents, instructions or permissions for the Processing of  Personal Data from Data Subjects and from Controllers including a written agreement  between Customer and other Controllers for Emburse to Process Personal Data. 

2.10 Customer and Controllers shall have primary responsibility for the investigation, notification,  remediation and mitigation of a Personal Data Breach, at Customer’s and Controllers sole  cost and expense. Emburse shall commercially reasonably cooperate with Customer in  fulfilling Data Protection Law requirements regarding Personal Data Breach. 

2.11 Customer shall have sole responsibility for providing notification to Data Subjects and  Responsible Authorities of a Personal Data Breach affecting Customer’s Personal Data arising under the Agreement.  

2.12 Except where applicable Data Protection Laws require the Authorized Affiliate to exercise a  right or seek any remedy under this DPA against Emburse directly, the parties agree that: (i)  Customer shall exercise any such right or seek any such remedy on behalf of the Authorized  Affiliate, and (ii) Customer shall exercise any such rights under this DPA not separately for  each Authorized Affiliate but in a combined manner for itself and all of its Authorized  Affiliates together. 

3. SECURITY 

3.1 Taking into account the state of the art, the costs of implementation and the nature, scope,  context and purposes of Processing as well as the risk of varying likelihood and severity for  the rights and freedoms of natural persons, Emburse shall maintain appropriate technical and  organizational measures to ensure a level of security appropriate to the risk, including: (i)  pseudonymization and encryption of Personal Data; (ii) the ability to ensure the ongoing 

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confidentiality, integrity, availability and resilience of Processing systems and services; (iii)  the ability to restore availability and access to Personal Data in a timely manner in the event  of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating  the effectiveness of technical and organizational measures for ensuring the security of the  Processing. 

3.2 Emburse may change the technical and organizational measures set out in Appendix 2 at any  time without notice to Customer, provided such changes do not diminish the then current  security of Personal Data provided by Emburse. 

4. SUB-PROCESSORS 

4.1. Customer hereby grants Emburse general authorization to appoint Emburse Affiliates and  third parties to Process Personal Data as Sub-processors, which general authorization  Emburse may flow down to Sub-processors. A list of Sub-processors by name as of the  Effective Date of the Agreement is set forth in Appendix 3 or as posted on Emburse’s  website at www.emburse.com. Emburse may add or delete Sub-processors listed in Appendix 3 with prior notice to Customer or as posted on Emburse’s website which  Customer shall visit from time to time without notice. Sub-Processors shall Process Personal  Data for Emburse under a written contract executed by Emburse and Sub-processor that 

includes: (i) the same data protection obligations as set out in in this DPA, in particular  sufficient guarantees to implement appropriate technical and organizational measures in  such a manner that the processing will meet the requirements of Data Protection Laws; and  (ii) the Standard Contractual Clauses. 

4.2 Emburse shall be liable for the Processing of Personal Data by its Sub-processors to the same  extent Emburse would be liable under this DPA for Processing Personal Data itself. 

4.3 Customer may avail itself of all other rights regarding Sub-processors set forth in the  Standard Contractual Clauses. 

5. PERSONAL DATA BREACH NOTIFICATION 

5.1 Emburse shall notify Customer of a Personal Data Breach affecting Customer’s Personal  Data, without undue delay and as feasible within seventy two (72) hours under EU Data  Protection Laws and UK Data Protection Laws, upon Emburse becoming aware of and  confirming the Personal Data Breach. Said notification by Emburse to Customer shall include  the following, to the extent the following is available to Emburse within the required notice  period: (i) the approximate number of Data Subjects and categories of Personal Data  effected by the Personal Data Breach; (ii) a point of contact for Customer to receive further  information from Emburse about the Personal Data Breach; (iii) the likely consequences of  the personal data breach; and (iv) the measures taken or proposed to be taken by Emburse  to investigate and remediate the Personal Data Breach. 

5.2 Customer shall take all actions regarding the notification of Data Subjects and Responsible  Authorities of a Personal Data Breach affecting Customer’s Personal Data, at Customer’s  sole cost and expense. Such actions shall include the establishment of a point of contact for  Customer’s receipt and response to inquiries from Data Subjects, and an electronic method  of providing information to Data Subjects regarding the Personal Data Breach. 

6. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION 

6.1 Emburse shall provide commercially reasonable assistance to Customer to carry out, upon  Customer’s written request, a Data Protection Impact Assessment, but only to the extent  required by Data Protection Law and to the extent the Data Protection Impact Assessment 

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cannot be carried out by Customer without Emburse’s assistance. Customer shall bear sole  cost and expense for a Data Protection Impact Assessment and Customer shall reimburse  Emburse for any costs and expenses incurred by Emburse in providing such assistance  regarding a Data Protection Impact Assessment. 

6.2 Emburse shall provide commercially reasonable assistance to Customer for a prior  consultation by Customer with a Responsible Authority if the Data Protection Impact  Assessment indicates a high level of risk in Processing. 

7. RETENTION AND DELETION OF PERSONAL DATA 

7.1 Emburse, its Affiliates and Sub-processors shall retain Personal Data to the extent, for such  period of time, and for the purposes of Processing, as required by Data Protection Laws,  Other Data Protection Laws, and other applicable information retention laws of each  country or authority having jurisdiction over Personal Data. 

7.2 Upon the expiration of the lesser of the retention periods required under Section 7.1 or  ninety (90) days following the effective date of termination of the Order Form and cessation  of the associated Processing of Personal Data, Emburse shall destroy, anonymize or  pseudonymize all copies of such Personal Data, and direct its Sub-processors to undertake  same. Emburse shall provide to Customer a certification of the destruction, anonymization  or pseudonymization of Personal Data upon Customer’s request. 

7.3 During the term of the Agreement, Customer may access, export and retrieve Customer  Personal Data in a standard format. Export and retrieval of Personal Data may be subject to  technical limitations. If export and retrieval is not technically possible, Emburse and  Customer shall determine a commercially reasonable method of export and retrieval 

including their respective costs and expenses to the extent permitted by applicable Data  Protection Laws. Upon written request to Emburse within thirty (30) days prior to the  effective date of termination of the Order Form, Emburse shall permit Customer access to  the Services for thirty (30) days for the sole purpose of export and retrieval. 

8. CERTIFICATIONS AND AUDITS 

8.1 Emburse shall reasonably provide to Customer information on Emburse’s technical and  organizational measures as set forth in this DPA, including third party certifications and  security Documentation, upon the written request of Customer.  

8.2 Customer may reasonably audit Emburse’s Processing if: (i) Emburse fails to provide the  information required under Section 8.1; or (ii) an audit is requested by a Responsible  Authority. Customer may not request such audit more than once in any twelve (12) month  period, acknowledging that a Responsible Authority may require more frequent audits of  Emburse’s Processing. If a Controller requests an audit, such audit shall be conducted by  and through Customer. If several Controllers request an audit, Customer shall make  reasonable efforts to combine the audits.  

8.3 Customer or a Controller shall give Emburse at least sixty (60) days prior written notice of  any audit initiated pursuant to Section 8.2. The date, time, place and scope of such audits  shall be mutually agreed by the parties. Audits shall be limited to three (3) days. Customer or  Controller shall make, and ensure that their independent auditors shall make, reasonable  efforts to avoid and mitigate risk of any damage, injury or disruption to Emburse premises,  equipment, personnel, operations, services and business in the course of such audit.  

8.4 Customer and Controllers shall bear all costs and expenses of audits initiated pursuant to  Section 8.2; provided, Emburse shall bear its own costs and expenses in making commercially 

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reasonable efforts to cooperate with such audit. Customer and Controllers shall reimburse  Emburse for Emburse’s costs and expenses to the extent said costs and expenses arise from (i) any auditing conducted in breach of this Section 8 or (ii) any auditing which is extraordinary  to industry standards and best practices.  

9. INTERNATIONAL DATA TRANSFERS  

9.1 Customer or a Controller may export, and Emburse, its Affiliates and Sub-processors may  import, Personal Data worldwide, including from the European Union, European Economic  Area as extended by the Agreement on the European Economic Area (EEA Agreement), and  Switzerland, to a third country or international organization, including but not limited to the  United States, for Processing and the provision of the Services. Customer appoints Emburse,  its Affiliates and Sub-processors to transfer, store, and process Personal Data worldwide,  subject to this DPA and Data Protection Laws. Emburse, its Affiliates and Sub-processors  shall maintain appropriate safeguards which make enforceable rights and effective legal  remedies available to Data Subjects as required by Data Protection Laws and Other Data  Protection Laws.  

9.2 The EU Standard Contractual Clauses set forth in Appendix 4 and UK International Data  Transfer Agreement set forth in Appendix 5 shall apply to Emburse and its Affiliates as data  importers and to Customer and Controllers and their Authorized Affiliates as data exporters.  

10. SEVERANCE 

If any provision of this DPA is held invalid or unenforceable, the parties agree that the remainder of  this DPA shall remain valid and in force. Any such invalid or unenforceable provision shall be either  (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, or (ii) construed in a manner as if the invalid  or unenforceable part had never been contained therein. 

11. NOTICES 

All instructions, requests, consents, notices, and other communications under and regarding this  DPA, from either party or from third parties, shall be sent or forwarded to the following  representatives of Customer and Emburse as otherwise directed by this DPA and the Agreement: 

Emburse: Emburse Inc., Attn: Emburse Legal Department, 320  

Cumberland Ave., Portland, ME 04101 privacy@emburse.com. 

Customer: Order Form Customer entity name, Attn: dept. or individual 

on behalf of Customer Data Privacy Officer, and Customer point of  

contact information under Order Form and Agreement notice terms.  

12. DEFINITIONS 

In this DPA, the following terms shall have the meanings set out below and cognate terms shall be  construed accordingly: 

12.1 "Affiliate” means each legal entity (other than non-operating holding companies) that is  controlled by, or is or under common control with Emburse on or after the Effective Date  and for so long as such entity remains controlled by, or is under common control with  Emburse or Customer (where “controls”, in its various forms herein, means the ownership  of, or the power to vote, directly or indirectly, a majority of any class of voting securities of  a corporation or limited liability company, or the ownership of any general partnership  interest in any general or limited partnership.

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12.2 "Authorized Affiliate" means any Customer Affiliate which is: (a) subject to Data Protection  Laws and Other Data Protection Laws; and (b) permitted to use the Services pursuant to the  Agreement between Customer and Emburse. 

12.3 “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1978.00 et seq., and  its implementing regulations and the California Privacy Rights and Enforcement Act of 2020. 

12.4 "Controller" means a customer of Customer which determines the purposes and means of  the Processing of Personal Data and including, as applicable, any “business” as that term is  defined by and used in the CCPA, and cognate terms in Other Data Protection Laws. 

12.5 "Customer" means the entity that executed the Agreement together with its Affiliates (for  so long as they remain Affiliates). 

12.6 “Data Protection Impact Assessment” means a mandatory process, which documents the  nature, scope, context and purposes of the data processing and assesses its necessity and  proportionality, to help identify and minimize the data protection risks of a project where  data processing is likely to result in a high risk to the rights and freedoms of natural persons  as defined by the guidelines established by the Article 29 Data Protection Working Party  for the purposes of Regulation (EU) 2016/679 of the European Parliament and of the  Council of 27 April 2016 and in connection with Directive (EU) 2016/680.  

12.7 "Data Protection Laws" means all laws and regulations applicable to the Processing of  Personal Data under the Agreement, including EU Data Protection Laws, UK Data Protection  Laws, and Other Data Protection Laws. 

12.8 “Data Subject” means, unless otherwise defined in Data Protection Laws, an identified or  identifiable natural person that is the subject of Personal Data and including, as applicable,  any “consumer” as that term is defined by and used in the CCPA, and cognate terms in Other  Data Protection Laws. 

12.9 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic  legislation of each Member State and as amended, replaced or superseded from time to time,  including by the GDPR and laws implementing or supplementing the GDPR, as extended by  the Agreement on the European Economic Area (EEA Agreement). 

12.10 "GDPR" means the 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, and repealing Directive 95/46/ED  (General Data Protection Regulation). 

12.11 “International Data Transfer Agreement” means the International Data Transfer Agreement  version A1.0, in force 21 March 2022, issued by the Information Commissioner’s Office  under S119A(1) Data Protection Act 2018, replacing the UK Standard Contractual Clauses.  The International Data Transfer Agreement current as of the effective date of the  Agreement are attached hereto as Appendix 5. Appendices 1, 2 and 3 are included in  Appendix 5 for informational purposes only. 

12.12 “Other Data Protection Laws” means federal and state laws of the United States governing  Personal Data, including the CCPA, to the extent Emburse and Customer are subject to such  laws under legal jurisdiction, and the following laws: Swiss Federal Data Protection Act of  19 June 1992 (DPA) and the accompanying Swiss Federal Ordinance to the Federal Act on  Data Protection of 14 June 1993 (DPO). Other Data Protection Laws may also include, if  and to the extent applicable, the data protection and privacy laws of any other country as  mutually determined by the parties and set forth in Appendices.

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12.13 “Personal Data" means any information related to (i) an identified or identifiable natural  person and, (ii) an identified or identifiable legal entity (where such information is protected  similarly as personal data or personally identifiable data under applicable Data Protection  Laws) and including, as applicable, any “personal information” as that term is defined by and 

used in the CCPA, and cognate terms in Other Data Protection Laws. 

12.14 “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. 

12.15 “Processing” means any operation or set of operations which is performed upon Personal  Data, whether or not by automatic means, such as collection, recording, organization,  structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by  transmission, dissemination or otherwise making available, alignment or combination,  restriction, erasure or destruction and including, as applicable, any “personal information” as  that term is defined by and used in the CCPA, and cognate terms in Other Data Protection  Laws. 

12.16 “Processor” means the entity which Processes Personal Data on behalf of the Controller,  including as applicable, any “service provider” as that term is defined by and used in the  CCPA, and cognate terms in Other Data Protection Laws. 

12.17 “Responsible Authority” means: (i) any institution of the European Union, and any ministry,  department, political subdivision, instrumentality, authority (local or otherwise), agency,  corporation, court or commission under the direct or indirect control of such country or the  European Union, whether engaged in legislative, executive, regulatory, administrative or  judicial functions or at any time with jurisdiction or de facto control over the parties, and/or  this DPA; and (ii) any similar authority under Other Data Protection Laws. 

12.18 "Standard Contractual Clauses" means the EU Module 2 Controller to Processor Standard  Contractual Clauses established by the Commission Implementing Decision (EU) 2021/915  of 4 June 2021. The Standard Contractual Clauses current as of the effective date of the  Agreement are attached hereto as Appendix 4. 

12.19 "Sub-processor" means Emburse Affiliates and third parties engaged by Emburse or its Affiliates in connection with the Service and which Process Personal Data in accordance  with this DPA. Sub-processors are listed in Appendix 3. 

12.20 “Subscription Term” shall have the meaning set forth in the Terms and Conditions  referenced in the Order Form. 

12.21 “UK Data Protection Laws” means United Kingdom General Data Protection Regulation  (“UK GDPR”), the Data Protection Act 2018, and any law implementing or supplementing  such legislation.

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Appendix 1 to the DPA and Annex I to the EU Standard Contractual Clauses and the UK  International Data Transfer Agreement 

A. List of Parties 

Data Exporter 

The Data Exporter is the Customer subscribed to the Service that allows Authorized Users to enter,  amend, user, delete or otherwise Process Personal Data. Where the Customer allows other  Controllers to also use the Service, these other Controllers are also Data Exporters. The point of  contact for the Data Exporter is set forth in Section 11 of the DPA. The Data Exporter is a  Controller. 

Data Importer 

Emburse is a provider of services for travel booking and management, expense tracking and  management, time tracking and management, vendor procurement and invoice management, and  travel management for which Emburse processes personal data upon the instruction of the data  exporter in accordance with the terms of the Agreement. The point of contact for the Data  Importer is set forth in Section 11 of the DPA. The Data Importer is a Processor. 

B. Description of Transfer 

Data Subjects 

Unless provided otherwise by the Data Exporter, the Personal Data transferred hereunder relates  to the following categories of Data Subjects: Authorized Users provided access to use the Services  by Customer, employees, contractors, business partners or other individuals having Personal Data  Processed by the Service 

Data Categories 

The transferred Personal Data concerns the following categories of data: 

Customer may submit Personal Data to the Services, the extent of which is determined by the  Customer per the Service that is subscribed. Customer can configure data fields during the  implementation of the Service or as otherwise provided by the Service. The transferred Personal  Data typically relates to the following categories of data: Name, email, phone number, address,  system access/usage/authorization data, company name, invoice data, and application-specific data  that Authorized Users enter into the data and may include employee ID, payroll ID, bank account  data, credit or debit card data. 

Special Data Categories (if appropriate) 

The transferred Personal Data concerns the following special categories of data: as set out in the  Agreement, if any. 

Data Transfer Frequency 

Continuous. 

Processing Nature 

Automated operations management. 

Processing Operations / Purposes 

The Personal Data is subject to the following basic processing activities: 

● Use of the Personal Data to setup, operate, monitor and provide the Service (including  technical support) 

● Provision of professional services 

● Communication with Authorized Users

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● Storage of Personal Data in designated data centers 

● Uploads of updates or upgrades to the Service 

● Back up of Personal Data 

● Processing of Personal Data, including transmission, retrieval, and access ● Execution of instructions of Customer in accordance with the Agreement 

Duration of Processing  

Subject to Section 9 of the DPA, Emburse shall Process Personal Data for the Subscription Term of  the Agreement, unless otherwise agreed upon in writing. 

C. Competent Supervisory Authority 

As applicable under Clause 13 of Appendix 4: EU Standard Contractual Clauses.

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Appendix 2 to the DPA and Annex II to the EU Standard Contractual Clauses and the  UK International Data Transfer Agreement 

Description of the technical and organisational security measures implemented by the data  importer for the Processing of Personal Data: 

Data Importer shall maintain administrative, technical, and physical safeguards for protection of the  security, including confidentiality, availability, integrity and resilience, of Personal Data Processed  by the Service as further described in the Service documentation. Such safeguards include, without  limitation, firewalls, SSL certificates, web application firewalls, secure development lifecycle  management, secure coding practices, PCI DSS compliance, SOC 2 Type II audit, third party  vulnerability assessments, internal vulnerability assessments, continuous employee education,  virus/malware scanning, phishing protection, and more. Data Importer shall not materially diminish  the overall security of the Service during the Subscription Term of the Agreement. 

Policies for information security: The data importer agrees to implement a set of policies for  information security that are defined, approved by management, published and communicated to  employees and relevant external parties. 

Review of the policies for information security: The data importer agrees to ensure that the policies  for information security are reviewed at planned intervals or if significant changes occur to ensure  their continuing suitability, adequacy and effectiveness. 

Information security awareness, education and training: The data importer will ensure all employees  of the organization and, where relevant, contractors should receive appropriate awareness  education and training and regular updates in organizational policies and procedures, as relevant  for their job function. 

Acceptable use of assets: The data importer will ensure rules for the acceptable use of information  and of assets associated with information and information processing facilities are identified,  documented and implemented. 

Classification of information: The data importer will ensure all information assets are classified in  terms of legal requirements, value, criticality and sensitivity to unauthorized disclosure or  modification. 

Disposal of media: The data importer will ensure all media is disposed of securely when no longer  required, using formal procedures. 

Access control policy: The data importer will ensure an access control policy is established,  documented and reviewed based on business and information security requirements. 

Policy on the use of cryptographic controls: The data importer will ensure a policy on the use of  cryptographic controls for protection of information has been developed and implemented. 

Physical security perimeter: The data importer will ensure that security perimeters are defined and  used to protect areas that contain either sensitive or critical information and information processing  facilities. 

Physical entry controls: The data importer will ensure secure areas are protected by appropriate  entry controls to ensure that only authorized personnel are allowed access. 

Secure disposal or re-use of equipment: The data importer will ensure all items of equipment  containing storage media are verified to ensure that any sensitive data and licensed software has  been removed or securely overwritten prior to disposal or re-use. 

Controls against malware: The data importer will implement detection, prevention and recovery  controls to protect against malware, combined with appropriate user awareness. 

Information backup: The data importer will implement a backup policy to define the organization's  requirements for backup of information, software and systems.

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Management of technical vulnerabilities: The data importer will action technical vulnerabilities mitigation, to reduce exposure to such vulnerabilities and ensure appropriate measures are taken  to address the associated risk. 

Information systems audit controls: The data importer will implement carefully planned and agreed  upon audit requirements and activities involving verification of operational systems to minimize  disruptions to business processes. 

Network controls: The data importer will ensure Networks are managed and controlled to protect  information in systems and applications and ensure groups of information services, users and  information systems are appropriately segregated. 

Electronic messaging: The data importer will ensure information involved in electronic messaging  will be appropriately protected. 

Confidentiality or non-disclosure agreements: The data importer will ensure requirements for  confidentiality or non-disclosure agreements reflecting the organization's needs for the protection  of information are identified, regularly reviewed and documented. 

Securing application services on public networks: The data importer will ensure information  involved in application services passing over public networks is protected from fraudulent activity,  contract dispute and unauthorized disclosure and modification. 

Secure system engineering principles: The data importer will ensure principles for engineering  secure systems are be established, documented, maintained and applied to any information system  implementation efforts. 

System security and acceptance testing: The data importer will ensure testing of security  functionality is carried out during development and that acceptance testing programs and related  criteria are established for new information systems, upgrades and new versions. The data importer  will ensure test data is selected carefully, protected and controlled. 

Reporting and responding to information security events: The data importer will ensure Information  security events are reported through appropriate management channels as quickly as possible and  will ensure information security incidents are responded to in accordance with the documented  procedures. 

Planning information security continuity: The data importer will determine its requirements for  information security and the continuity of information security management in adverse situations,  e.g. during a crisis or disaster.

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Appendix 3 to the DPA and Annex III to the 

EU Standard Contractual Clauses and UK International Data Transfer Agreement Sub-Processors 

(To be provided by Emburse separately.)

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Appendix 4: EU Standard Contractual Clauses 

Controller to Processor 

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to  processors established in third countries which do not ensure an adequate level of data protection  

Name of the data exporting organisation: 

Customer (hereinafter referred to as the “data exporter”) 

and 

Emburse, on behalf of itself and other Processors 

(hereinafter referred to as the “data importer”) 

each a “Party”; together “the Parties”, 

HAVE AGREED on the following Contractual Clauses (the “Clauses”) in order to adduce adequate  safeguards with respect to the protection of privacy and fundamental rights and freedoms of  individuals for the transfer by the data exporter to the data importer of the personal data specified  in Appendix 1. 

SECTION I 

Clause 1 

Purpose and scope 

(a) The purpose of these standard contractual clauses is to ensure compliance with the  requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27  April 2016 on the protection of natural persons with regard to the processing of personal data and  on the free movement of such data (General Data Protection Regulation) for the transfer of data to  a third country. 

(b) The Parties: 

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies  (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter  each ‘data exporter’), and 

(ii) the entity/ies in a third country receiving the personal data from the data exporter,  directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A  (hereinafter each ‘data importer’) 

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’). 

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

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral  part of these Clauses. 

Clause 2 

Effect and invariability of the Clauses 

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and  effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679  and, with respect to data transfers from controllers to processors and/or processors to processors,  standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they  are not modified, except to select the appropriate Module(s) or to add or update information in the  Appendix. This does not prevent the Parties from including the standard contractual clauses laid  down in these Clauses in a wider contract and/or to add other clauses or additional safeguards,  provided that they do not contradict, directly or indirectly, these Clauses or prejudice the  fundamental rights or freedoms of data subjects.

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(b) These Clauses are without prejudice to obligations to which the data exporter is subject by  virtue of Regulation (EU) 2016/679. 

Clause 3 

Third-party beneficiaries 

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

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; 

(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);  

(iii) Clause 9(a), (c), (d) and (e);  

(iv) Clause 12(a), (d) and (f); 

(v) Clause 13; 

(vi) Clause 15.1(c), (d) and (e); 

(vii) Clause 16(e); 

(viii) Clause 18(a) and (b). 

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

Clause 4 

Interpretation 

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

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

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

Clause 5 

Hierarchy 

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

Clause 6 

Description of the transfer(s) 

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

Clause 7 – Optional 

Docking clause 

(a) 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. 

(b) 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.

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(c) 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 

(a) The data importer shall process the personal data only on documented instructions from  the data exporter. The data exporter may give such instructions throughout the duration of the  contract. 

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

8.2 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 

(a) The data importer and, during transmission, also the data exporter shall implement  appropriate technical and organisational measures to ensure the security of the data, including 

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protection against a breach of security leading to accidental or unlawful destruction, loss, alteration,  unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the  appropriate level of security, the Parties shall take due account of the state of the art, the costs of  implementation, the nature, scope, context and purpose(s) of processing and the risks involved in  the processing for the data subjects. The Parties shall in particular consider having recourse to  encryption or pseudonymisation, including during transmission, where the purpose of processing  can be fulfilled in that manner. In case of pseudonymisation, the additional information for  attributing the personal data to a specific data subject shall, where possible, remain under the  exclusive control of the data exporter. In complying with its obligations under this paragraph, the  data importer shall at least implement the technical and organisational measures specified in Annex  II. The data importer shall carry out regular checks to ensure that these measures continue to  provide an appropriate level of security. 

(b) The data importer shall grant access to the personal data to members of its personnel only  to the extent strictly necessary for the implementation, management and monitoring of the  contract. It shall ensure that persons authorised to process the personal data have committed  themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 

(c) In the event of a personal data breach concerning personal data processed by the data  importer under these Clauses, the data importer shall take appropriate measures to address the  breach, including measures to mitigate its adverse effects. The data importer shall also notify the  data exporter without undue delay after having become aware of the breach. Such notification shall  contain the details of a contact point where more information can be obtained, a description of the  nature of the breach (including, where possible, categories and approximate number of data  subjects and personal data records concerned), its likely consequences and the measures taken or  proposed to address the breach including, where appropriate, measures to mitigate its possible  adverse effects. Where, and in so far as, it is not possible to provide all information at the same  time, the initial notification shall contain the information then available and further information  shall, as it becomes available, subsequently be provided without undue delay. 

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

8.7 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: 

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant  to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; 

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or  47 Regulation of (EU) 2016/679 with respect to the processing in question; 

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal  claims in the context of specific administrative, regulatory or judicial proceedings; or

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

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

8.9 Documentation and compliance 

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

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the  data importer shall keep appropriate documentation on the processing activities carried out on  behalf of the data exporter. 

(c) The data importer shall make available to the data exporter all information necessary to  demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s  request, allow for and contribute to audits of the processing activities covered by these Clauses, at  reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit,  the data exporter may take into account relevant certifications held by the data importer. 

(d) The data exporter may choose to conduct the audit by itself or mandate an independent  auditor. Audits may include inspections at the premises or physical facilities of the data importer  and shall, where appropriate, be carried out with reasonable notice. 

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the  results of any audits, available to the competent supervisory authority on request. 

Clause 9 

Use of sub-processors 

(a) The data importer has the data exporter’s general authorisation for the engagement of sub processor(s) from an agreed list. The data importer shall specifically inform the data exporter in  writing of any intended changes to that list through the addition or replacement of sub-processors  at least five (5) business 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. 

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

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub processor agreement and any subsequent amendments to the data exporter. To the extent  necessary to protect business secrets or other confidential information, including personal data, the  data importer may redact the text of the agreement prior to sharing a copy. 

(d) The data importer shall remain fully responsible to the data exporter for the performance  of the sub-processor’s obligations under its contract with the data importer. The data importer shall  notify the data exporter of any failure by the sub-processor to fulfil its obligations under that  contract. 

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor  whereby – in the event the data importer has factually disappeared, ceased to exist in law or has  become insolvent – the data exporter shall have the right to terminate the sub-processor contract  and to instruct the sub-processor to erase or return the personal data.

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Clause 10 

Data subject rights 

(a) The data importer shall promptly notify the data exporter of any request it has received  from a data subject. It shall not respond to that request itself unless it has been authorised to do so  by the data exporter. 

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data  subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard,  the Parties shall set out in Annex II the appropriate technical and organisational measures, taking  into account the nature of the processing, by which the assistance shall be provided, as well as the  scope and the extent of the assistance required. 

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

Clause 11 

Redress 

(a) The data importer shall inform data subjects in a transparent and easily accessible format,  through individual notice or on its website, of a contact point authorised to handle complaints. It  shall deal promptly with any complaints it receives from a data subject. 

(b) In case of a dispute between a data subject and one of the Parties as regards compliance  with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely  fashion. The Parties shall keep each other informed about such disputes and, where appropriate,  cooperate in resolving them. 

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the  data importer shall accept the decision of the data subject to: 

(i) lodge a complaint with the supervisory authority in the Member State of his/her  habitual residence or place of work, or the competent supervisory authority pursuant to  Clause 13; 

(ii) refer the dispute to the competent courts within the meaning of Clause 18. 

(d) The Parties accept that the data subject may be represented by a not-for-profit body,  organisation or association under the conditions set out in Article 80(1) of Regulation (EU)  2016/679. 

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

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her  substantive and procedural rights to seek remedies in accordance with applicable laws. 

Clause 12 

Liability 

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other  Party/ies by any breach of these Clauses. 

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled  to receive compensation, for any material or non-material damages the data importer or its sub processor causes the data subject by breaching the third-party beneficiary rights under these  Clauses. 

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the  data subject shall be entitled to receive compensation, for any material or non-material damages  the data exporter or the data importer (or its sub-processor) causes the data subject by breaching  the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of 

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the data exporter and, where the data exporter is a processor acting on behalf of a controller, to  the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as  applicable. 

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages  caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data  importer that part of the compensation corresponding to the data importer’s responsibility for the  damage. 

(e) Where more than one Party is responsible for any damage caused to the data subject as a  result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and  the data subject is entitled to bring an action in court against any of these Parties. 

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to  claim back from the other Party/ies that part of the compensation corresponding to its/their  responsibility for the damage. 

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability. Clause 13 

Supervision 

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

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

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

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the  competent supervisory authority in any procedures aimed at ensuring compliance with these  Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply  with the measures adopted by the supervisory authority, including remedial and compensatory  measures. It shall provide the supervisory authority with written confirmation that the necessary  actions have been taken. 

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC  AUTHORITIES 

Clause 14 

Local laws and practices affecting compliance with the Clauses 

(a) The Parties warrant that they have no reason to believe that the laws and practices in the  third country of destination applicable to the processing of the personal data by the data importer,  including any requirements to disclose personal data or measures authorising access by public  authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is  based on the understanding that laws and practices that respect the essence of the fundamental 

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rights and freedoms and do not exceed what is necessary and proportionate in a democratic society  to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in  contradiction with these Clauses. 

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

(i) the specific circumstances of the transfer, including the length of the processing  chain, the number of actors involved and the transmission channels used; intended onward  transfers; the type of recipient; the purpose of processing; the categories and format of the  transferred personal data; the economic sector in which the transfer occurs; the storage  location of the data transferred; 

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

(iii) any relevant contractual, technical or organisational safeguards put in place to  supplement the safeguards under these Clauses, including measures applied during  transmission and to the processing of the personal data in the country of destination. 

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has  made its best efforts to provide the data exporter with relevant information and agrees that it will  continue to cooperate with the data exporter in ensuring compliance with these Clauses. 

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

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to  these Clauses and for the duration of the contract, it has reason to believe that it is or has become  subject to laws or practices not in line with the requirements under paragraph (a), including  following a change in the laws of the third country or a measure (such as a disclosure request)  indicating an application of such laws in practice that is not in line with the requirements in  paragraph (a).  

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

Clause 15 

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

15.1 Notification 

(a) The data importer agrees to notify the data exporter and, where possible, the data subject  promptly (if necessary with the help of the data exporter) if it: 

(i) receives a legally binding request from a public authority, including judicial  authorities, under the laws of the country of destination for the disclosure of personal data  transferred pursuant to these Clauses; such notification shall include information about the  personal data requested, the requesting authority, the legal basis for the request and the  response provided; or

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(ii) becomes aware of any direct access by public authorities to personal data  transferred pursuant to these Clauses in accordance with the laws of the country of  destination; such notification shall include all information available to the importer. 

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject  under the laws of the country of destination, the data importer agrees to use its best efforts to  obtain a waiver of the prohibition, with a view to communicating as much information as possible,  as soon as possible. The data importer agrees to document its best efforts in order to be able to  demonstrate them on request of the data exporter. 

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

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for  the duration of the contract and make it available to the competent supervisory authority on  request. 

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

15.2 Review of legality and data minimisation 

(a) The data importer agrees to review the legality of the request for disclosure, in particular  whether it remains within the powers granted to the requesting public authority, and to challenge  the request if, after careful assessment, it concludes that there are reasonable grounds to consider  that the request is unlawful under the laws of the country of destination, applicable obligations  under international law and principles of international comity. The data importer shall, under the  same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall  seek interim measures with a view to suspending the effects of the request until the competent  judicial authority has decided on its merits. It shall not disclose the personal data requested until  required to do so under the applicable procedural rules. These requirements are without prejudice  to the obligations of the data importer under Clause 14(e). 

(b) The data importer agrees to document its legal assessment and any challenge to the request  for disclosure and, to the extent permissible under the laws of the country of destination, make the  documentation available to the data exporter. It shall also make it available to the competent  supervisory authority on request.  

(c) The data importer agrees to provide the minimum amount of information permissible when  responding to a request for disclosure, based on a reasonable interpretation of the request. 

SECTION IV – FINAL PROVISIONS 

Clause 16 

Non-compliance with the Clauses and termination 

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

(b) In the event that the data importer is in breach of these Clauses or unable to comply with  these Clauses, the data exporter shall suspend the transfer of personal data to the data importer  until compliance is again ensured or the contract is terminated. This is without prejudice to Clause  14(f). 

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

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(i) the data exporter has suspended the transfer of personal data to the data importer  pursuant to paragraph (b) and compliance with these Clauses is not restored within a  reasonable time and in any event within one month of suspension; 

(ii) the data importer is in substantial or persistent breach of these Clauses; or 

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

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

(d) Personal data that has been transferred prior to the termination of the contract pursuant  to paragraph (c) shall at the choice of the data exporter immediately be returned to the data  exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer  shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the  data importer shall continue to ensure compliance with these Clauses. In case of local laws  applicable to the data importer that prohibit the return or deletion of the transferred personal data,  the data importer warrants that it will continue to ensure compliance with these Clauses and will  only process the data to the extent and for as long as required under that local law. 

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European  Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers  the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679  becomes part of the legal framework of the country to which the personal data is transferred. This  is without prejudice to other obligations applying to the processing in question under Regulation  (EU) 2016/679. 

Clause 17 

Governing law 

These Clauses shall be governed by the law of 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 Germany. 

Clause 18 

Choice of forum and jurisdiction 

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

(b) The Parties agree that those shall be the courts of Germany.  

(c) A data subject may also bring legal proceedings against the data exporter and/or data  importer before the courts of the Member State in which he/she has his/her habitual residence. 

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

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APPENDIX 5: UK INTERNATIONAL DATA TRANSFER AGREEMENT 

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

1. International Data Transfer Agreement 

VERSION A1.0, in force 21 March 2022 

This IDTA has been issued by the Information Commissioner for Parties making Restricted  Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for  Restricted Transfers when it is entered into as a legally binding contract. 

2. Part 1: Tables 

▪ Table 1: Parties and signatures

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for Customers (Order Form) Rev. 06.01.22 

▪ Table 2: Transfer Details 

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for Customers (Order Form) Rev. 06.01.22 

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for Customers (Order Form) Rev. 06.01.22

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for Customers (Order Form) Rev. 06.01.22

▪ Table 3: Transferred Data

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for Customers (Order Form) Rev. 06.01.22 

▪ Table 4: Security Requirements

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for Customers (Order Form) Rev. 06.01.22 

3. Part 2: Extra Protection Clauses 

4. Part 3: Commercial Clauses 

5. Part 4: Mandatory Clauses 

▪ Information that helps you to understand this IDTA 

1. This IDTA and Linked Agreements 

1.1 Each Party agrees to be bound by the terms and conditions set out in the IDTA, in  exchange for the other Party also agreeing to be bound by the IDTA. 

1.2 This IDTA is made up of: 

1.2.1 Part one: Tables; 

1.2.2 Part two: Extra Protection Clauses;  

1.2.3 Part three: Commercial Clauses; and 

1.2.4 Part four: Mandatory Clauses. 

1.3 The IDTA starts on the Start Date and ends as set out in Sections 29 or 30. 

1.4 If the Importer is a Processor or Sub-Processor instructed by the Exporter: the Exporter  must ensure that, on or before the Start Date and during the Term, there is a Linked  Agreement which is enforceable between the Parties and which complies with Article  28 UK GDPR (and which they will ensure continues to comply with Article 28 UK  GDPR). 

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1.5 References to the Linked Agreement or to the Commercial Clauses are to that Linked  Agreement or to those Commercial Clauses only in so far as they are consistent with  the Mandatory Clauses. 

2. Legal Meaning of Words  

2.1 If a word starts with a capital letter it has the specific meaning set out in the Legal  Glossary in Section 36. 

2.2 To make it easier to read and understand, this IDTA contains headings and guidance  notes. Those are not part of the binding contract which forms the IDTA. 

3. You have provided all the information required 

3.1 The Parties must ensure that the information contained in Part one: Tables is correct  and complete at the Start Date and during the Term.  

3.2 In Table 2: Transfer Details, if the selection that the Parties are Controllers, Processors  or Sub-Processors is wrong (either as a matter of fact or as a result of applying the UK  Data Protection Laws) then: 

3.2.1 the terms and conditions of the Approved IDTA which apply to the correct  option which was not selected will apply; and 

3.2.2 the Parties and any Relevant Data Subjects are entitled to enforce the terms  and conditions of the Approved IDTA which apply to that correct option. 

3.3 In Table 2: Transfer Details, if the selection that the UK GDPR applies is wrong (either  as a matter of fact or as a result of applying the UK Data Protection Laws), then the  terms and conditions of the IDTA will still apply to the greatest extent possible. 

4. How to sign the IDTA 

4.1 The Parties may choose to each sign (or execute): 

4.1.1 the same copy of this IDTA;  

4.1.2 two copies of the IDTA. In that case, each identical copy is still an original of  this IDTA, and together all those copies form one agreement;  

4.1.3 a separate, identical copy of the IDTA. In that case, each identical copy is still  an original of this IDTA, and together all those copies form one agreement, 

unless signing (or executing) in this way would mean that the IDTA would not be  binding on the Parties under Local Laws. 

5. Changing this IDTA 

5.1 Each Party must not change the Mandatory Clauses as set out in the Approved IDTA,  except only:

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5.1.1 to ensure correct cross-referencing: cross-references to Part one: Tables (or  any Table), Part two: Extra Protections, and/or Part three: Commercial  Clauses can be changed where the Parties have set out the information in a  different format, so that the cross-reference is to the correct location of the  same information, or where clauses have been removed as they do not apply,  as set out below; 

5.1.2 to remove those Sections which are expressly stated not to apply to the  selections made by the Parties in Table 2: Transfer Details, that the Parties  are Controllers, Processors or Sub-Processors and/or that the Importer is  subject to, or not subject to, the UK GDPR. The Exporter and Importer  understand and acknowledge that any removed Sections may still apply and  form a part of this IDTA if they have been removed incorrectly, including  because the wrong selection is made in Table 2: Transfer Details; 

5.1.3 so the IDTA operates as a multi-party agreement if there are more than two  Parties to the IDTA. This may include nominating a lead Party or lead Parties  which can make decisions on behalf of some or all of the other Parties which  relate to this IDTA (including reviewing Table 4: Security Requirements and  Part two: Extra Protection Clauses, and making updates to Part one: Tables  (or any Table), Part two: Extra Protection Clauses, and/or Part three:  

Commercial Clauses); and/or 

5.1.4 to update the IDTA to set out in writing any changes made to the Approved  IDTA under Section 5.4, if the Parties want to. The changes will apply  

automatically without updating them as described in Section 5.4; 

provided that the changes do not reduce the Appropriate Safeguards. 

5.2 If the Parties wish to change the format of the information included in Part one:  Tables, Part two: Extra Protection Clauses or Part three: Commercial Clauses of the  Approved IDTA, they may do so by agreeing to the change in writing, provided that  the change does not reduce the Appropriate Safeguards. 

5.3 If the Parties wish to change the information included in Part one: Tables, Part two:  Extra Protection Clauses or Part three: Commercial Clauses of this IDTA (or the  equivalent information), they may do so by agreeing to the change in writing, provided  that the change does not reduce the Appropriate Safeguards. 

5.4 From time to time, the ICO may publish a revised Approved IDTA which:  

5.4.1 makes reasonable and proportionate changes to the Approved IDTA,  including correcting errors in the Approved IDTA; and/or 

5.4.2 reflects changes to UK Data Protection Laws. 

The revised Approved IDTA will specify the start date from which the changes to the  Approved IDTA are effective and whether an additional Review Date is required as a 

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result of the changes. This IDTA is automatically amended as set out in the revised  Approved IDTA from the start date specified.  

6. Understanding this IDTA 

6.1 This IDTA 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.  

6.2 If there is any inconsistency or conflict between UK Data Protection Laws and this  IDTA, the UK Data Protection Laws apply. 

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

6.4 Nothing in the IDTA (including the Commercial Clauses or the Linked Agreement)  limits or excludes either Party’s liability to Relevant Data Subjects or to the ICO under  this IDTA or under UK Data Protection Laws. 

6.5 If any wording in Parts one, two or three contradicts the Mandatory Clauses, and/or  seeks to limit or exclude any liability to Relevant Data Subjects or to the ICO, then  that wording will not apply. 

6.6 The Parties may include provisions in the Linked Agreement which provide the Parties  with enhanced rights otherwise covered by this IDTA. These enhanced rights may be  subject to commercial terms, including payment, under the Linked Agreement, but this  will not affect the rights granted under this IDTA.  

6.7 If there is any inconsistency or conflict between this IDTA and a Linked Agreement or  any other agreement, this IDTA overrides that Linked Agreement or any other  agreements, even if those agreements have been negotiated by the Parties. The  exceptions to this are where (and in so far as): 

6.7.1 the inconsistent or conflicting terms of the Linked Agreement or other  agreement provide greater protection for the Relevant Data Subject’s rights,  in which case those terms will override the IDTA; and 

6.7.2 a Party acts as Processor and the inconsistent or conflicting terms of the  Linked Agreement are obligations on that Party expressly required by Article  28 UK GDPR, in which case those terms will override the inconsistent or  conflicting terms of the IDTA in relation to Processing by that Party as  Processor. 

6.8 The words “include”, “includes”, “including”, “in particular” are used to set out  examples and not to set out a finite list. 

6.9 References to: 

6.9.1 singular or plural words or people, also includes the plural or singular of  those words or people; 

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6.9.2 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 IDTA has been signed; and  

6.9.3 any obligation not to do something, includes an obligation not to allow or  cause that thing to be done by anyone else.  

7. Which laws apply to this IDTA 

7.1 This IDTA is governed by the laws of the UK country set out in Table 2: Transfer  Details. If no selection has been made, it is the laws of England and Wales. This does  not apply to Section 35 which is always governed by the laws of England and Wales.  

▪ How this IDTA provides Appropriate Safeguards 

8. The Appropriate Safeguards  

8.1 The purpose of this IDTA is to ensure that the Transferred Data has Appropriate  Safeguards when Processed by the Importer during the Term. This standard is met  when and for so long as: 

8.1.1 both Parties comply with the IDTA, including the Security Requirements and  any Extra Protection Clauses; and  

8.1.2 the Security Requirements and any Extra Protection Clauses provide a level  of security which is appropriate to the risk of a Personal Data Breach  

occurring and the impact on Relevant Data Subjects of such a Personal Data  Breach, including considering any Special Category Data within the  

Transferred Data.  

8.2 The Exporter must:  

8.2.1 ensure and demonstrate that this IDTA (including any Security Requirements  and Extra Protection Clauses) provides Appropriate Safeguards; and 

8.2.2 (if the Importer reasonably requests) provide it with a copy of any TRA. 8.3 The Importer must:  

8.3.1 before receiving any Transferred Data, provide the Exporter with all relevant  information regarding Local Laws and practices and the protections and risks  which apply to the Transferred Data when it is Processed by the Importer,  including any information which may reasonably be required for the Exporter  to carry out any TRA (the “Importer Information”); 

8.3.2 co-operate with the Exporter to ensure compliance with the Exporter’s  obligations under the UK Data Protection Laws;  

8.3.3 review whether any Importer Information has changed, and whether any  Local Laws contradict its obligations in this IDTA and take reasonable steps 

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to verify this, on a regular basis. These reviews must be at least as frequent  as the Review Dates; and 

8.3.4 inform the Exporter as soon as it becomes aware of any Importer  Information changing, and/or any Local Laws which may prevent or limit the  Importer complying with its obligations in this IDTA. This information then  forms part of the Importer Information. 

8.4 The Importer must ensure that at the Start Date and during the Term: 8.4.1 the Importer Information is accurate;  

8.4.2 it has taken reasonable steps to verify whether there are any Local Laws  which contradict its obligations in this IDTA or any additional information  regarding Local Laws which may be relevant to this IDTA. 

8.5 Each Party must ensure that the Security Requirements and Extra Protection Clauses  provide a level of security which is appropriate to the risk of a Personal Data Breach  occurring and the impact on Relevant Data Subjects of such a Personal Data Breach. 

9. Reviews to ensure the Appropriate Safeguards continue 

9.1 Each Party must:  

9.1.1 review this IDTA (including the Security Requirements and Extra Protection  Clauses and the Importer Information) at regular intervals, to ensure that the  IDTA remains accurate and up to date and continues to provide the  

Appropriate Safeguards. Each Party will carry out these reviews as  

frequently as the relevant Review Dates or sooner; and 

9.1.2 inform the other party in writing as soon as it becomes aware if any  information contained in either this IDTA, any TRA or Importer Information  is no longer accurate and up to date. 

9.2 If, at any time, the IDTA no longer provides Appropriate Safeguards the Parties must  Without Undue Delay:  

9.2.1 pause transfers and Processing of Transferred Data whilst a change to the  Tables is agreed. The Importer may retain a copy of the Transferred Data  during this pause, in which case the Importer must carry out any Processing  required to maintain, so far as possible, the measures it was taking to achieve  the Appropriate Safeguards prior to the time the IDTA no longer provided  Appropriate Safeguards, but no other Processing;  

9.2.2 agree a change to Part one: Tables or Part two: Extra Protection Clauses  which will maintain the Appropriate Safeguards (in accordance with Section  5); and

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9.2.3 where a change to Part one: Tables or Part two: Extra Protection Clauses  which maintains the Appropriate Safeguards cannot be agreed, the Exporter  must end this IDTA by written notice on the Importer. 

10. The ICO 

10.1 Each Party agrees to comply with any reasonable requests made by the ICO in relation  to this IDTA or its Processing of the Transferred Data. 

10.2 The Exporter will provide a copy of any TRA, the Importer Information and this IDTA  to the ICO, if the ICO requests. 

10.3 The Importer will provide a copy of any Importer Information and this IDTA to the  ICO, if the ICO requests. 

▪ The Exporter  

11. Exporter’s obligations 

11.1 The Exporter agrees that UK Data Protection Laws apply to its Processing of the  Transferred Data, including transferring it to the Importer. 

11.2 The Exporter must: 

11.2.1 comply with the UK Data Protection Laws in transferring the Transferred  Data to the Importer; 

11.2.2 comply with the Linked Agreement as it relates to its transferring the  Transferred Data to the Importer; and  

11.2.3 carry out reasonable checks on the Importer’s ability to comply with this  IDTA, and take appropriate action including under Section 9.2, Section 29 or Section 30, if at any time it no longer considers that the Importer is able to  comply with this IDTA or to provide Appropriate Safeguards. 

11.3 The Exporter must comply with all its obligations in the IDTA, including any in the  Security Requirements, and any Extra Protection Clauses and any Commercial Clauses. 

11.4 The Exporter must co-operate with reasonable requests of the Importer to pass on  notices or other information to and from Relevant Data Subjects or any Third Party  Controller where it is not reasonably practical for the Importer to do so. The Exporter  may pass these on via a third party if it is reasonable to do so.  

11.5 The Exporter must co-operate with and provide reasonable assistance to the Importer,  so that the Importer is able to comply with its obligations to the Relevant Data  Subjects under Local Law and this IDTA. 

▪ The Importer

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12. General Importer obligations 

12.1 The Importer must:  

12.1.1 only Process the Transferred Data for the Purpose; 

12.1.2 comply with all its obligations in the IDTA, including in the Security  Requirements, any Extra Protection Clauses and any Commercial Clauses; 

12.1.3 comply with all its obligations in the Linked Agreement which relate to its  Processing of the Transferred Data; 

12.1.4 keep a written record of its Processing of the Transferred Data, which  demonstrate its compliance with this IDTA, and provide this written record if  asked to do so by the Exporter; 

12.1.5 if the Linked Agreement includes rights for the Exporter to obtain  information or carry out an audit, provide the Exporter with the same rights  in relation to this IDTA; and 

12.1.6 if the ICO requests, provide the ICO with the information it would be  required on request to provide to the Exporter under this Section 12.1 

(including the written record of its Processing, and the results of audits and  inspections). 

12.2 The Importer must co-operate with and provide reasonable assistance to the Exporter  and any Third Party Controller, so that the Exporter and any Third Party Controller are  able to comply with their obligations under UK Data Protection Laws and this IDTA.  

13. Importer’s obligations if it is subject to the UK Data Protection Laws 

13.1 If the Importer’s Processing of the Transferred Data is subject to UK Data Protection  Laws, it agrees that: 

13.1.1 UK Data Protection Laws apply to its Processing of the Transferred Data,  and the ICO has jurisdiction over it in that respect; and 

13.1.2 it has and will comply with the UK Data Protection Laws in relation to the  Processing of the Transferred Data. 

13.2 If Section 13.1 applies and the Importer complies with Section 13.1, it does not need  to comply with: 

• Section 14 (Importer’s obligations to comply with key data protection principles); • Section 15 (What happens if there is an Importer Personal Data Breach); 

• Section 15 (How Relevant Data Subjects can exercise their data subject rights);  and

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• Section 21 (How Relevant Data Subjects can exercise their data subject rights – if  the Importer is the Exporter’s Processor or Sub-Processor). 

14. Importer’s obligations to comply with key data protection principles 

14.1 The Importer does not need to comply with this Section 14 if it is the Exporter’s  Processor or Sub-Processor.  

14.2 The Importer must: 

14.2.1 ensure that the Transferred Data it Processes is adequate, relevant and  limited to what is necessary for the Purpose;  

14.2.2 ensure that the Transferred Data it Processes is accurate and (where  necessary) kept up to date, and (where appropriate considering the  

Purposes) correct or delete any inaccurate Transferred Data it becomes  aware of Without Undue Delay; and 

14.2.3 ensure that it Processes the Transferred Data for no longer than is  reasonably necessary for the Purpose.  

15. What happens if there is an Importer Personal Data Breach 

15.1 If there is an Importer Personal Data Breach, the Importer must: 

15.1.1 take reasonable steps to fix it, including to minimise the harmful effects on  Relevant Data Subjects, stop it from continuing, and prevent it happening  again. If the Importer is the Exporter’s Processor or Sub-Processor: these  steps must comply with the Exporter’s instructions and the Linked  

Agreement and be in co-operation with the Exporter and any Third Party  Controller; and 

15.1.2 ensure that the Security Requirements continue to provide (or are changed  in accordance with this IDTA so they do provide) a level of security which is  appropriate to the risk of a Personal Data Breach occurring and the impact  on Relevant Data Subjects of such a Personal Data Breach. 

15.2 If the Importer is a Processor or Sub-Processor: if there is an Importer Personal Data  Breach, the Importer must:  

15.2.1 notify the Exporter Without Undue Delay after becoming aware of the  breach, providing the following information: 

15.2.1.1 a description of the nature of the Importer Personal Data Breach; 

15.2.1.2 (if and when possible) the categories and approximate number of  Data Subjects and Transferred Data records concerned; 

15.2.1.3 likely consequences of the Importer Personal Data Breach;

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15.2.1.4 steps taken (or proposed to be taken) to fix the Importer Personal  Data Breach (including to minimise the harmful effects on  

Relevant Data Subjects, stop it from continuing, and prevent it  

happening again) and to ensure that Appropriate Safeguards are  

in place;  

15.2.1.5 contact point for more information; and 

15.2.1.6 any other information reasonably requested by the Exporter, 

15.2.2 if it is not possible for the Importer to provide all the above information at  the same time, it may do so in phases, Without Undue Delay; and 

15.2.3 assist the Exporter (and any Third Party Controller) so the Exporter (or any  Third Party Controller) can inform Relevant Data Subjects or the ICO or any  other relevant regulator or authority about the Importer Personal Data  Breach Without Undue Delay. 

15.3 If the Importer is a Controller: if the Importer Personal Data Breach is likely to result in  a risk to the rights or freedoms of any Relevant Data Subject the Importer must notify  the Exporter Without Undue Delay after becoming aware of the breach, providing the  following information: 

15.3.1 a description of the nature of the Importer Personal Data Breach; 

15.3.2 (if and when possible) the categories and approximate number of Data  Subjects and Transferred Data records concerned; 

15.3.3 likely consequences of the Importer Personal Data Breach; 

15.3.4 steps taken (or proposed to be taken) to fix the Importer Personal Data  Breach (including to minimise the harmful effects on Relevant Data Subjects,  stop it from continuing, and prevent it happening again) and to ensure that  Appropriate Safeguards are in place;  

15.3.5 contact point for more information; and 

15.3.6 any other information reasonably requested by the Exporter. 

If it is not possible for the Importer to provide all the above information at the same  time, it may do so in phases, Without Undue Delay.  

15.4 If the Importer is a Controller: if the Importer Personal Data Breach is likely to result in  a high risk to the rights or freedoms of any Relevant Data Subject, the Importer must  inform those Relevant Data Subjects Without Undue Delay, except in so far as it  requires disproportionate effort, and provided the Importer ensures that there is a  public communication or similar measures whereby Relevant Data Subjects are  informed in an equally effective manner.

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15.5 The Importer must keep a written record of all relevant facts relating to the Importer  Personal Data Breach, which it will provide to the Exporter and the ICO on request.  

This record must include the steps it takes to fix the Importer Personal Data Breach  (including to minimise the harmful effects on Relevant Data Subjects, stop it from  continuing, and prevent it happening again) and to ensure that Security Requirements  continue to provide a level of security which is appropriate to the risk of a Personal  Data Breach occurring and the impact on Relevant Data Subjects of such a Personal  Data Breach. 

16. Transferring on the Transferred Data 

16.1 The Importer may only transfer on the Transferred Data to a third party if it is  permitted to do so in Table 2: Transfer Details Table, the transfer is for the Purpose,  the transfer does not breach the Linked Agreement, and one or more of the following  apply: 

16.1.1 the third party has entered into a written contract with the Importer  containing the same level of protection for Data Subjects as contained in this  IDTA (based on the role of the recipient as controller or processor), and the  Importer has conducted a risk assessment to ensure that the Appropriate  Safeguards will be protected by that contract; or 

16.1.2 the third party has been added to this IDTA as a Party; or  

16.1.3 if the Importer was in the UK, transferring on the Transferred Data would  comply with Article 46 UK GDPR; or 

16.1.4 if the Importer was in the UK transferring on the Transferred Data would  comply with one of the exceptions in Article 49 UK GDPR; or 

16.1.5 the transfer is to the UK or an Adequate Country. 

16.2 The Importer does not need to comply with Section 16.1 if it is transferring on  Transferred Data and/or allowing access to the Transferred Data in accordance with  Section 23 (Access Requests and Direct Access). 

17. Importer’s responsibility if it authorises others to perform its obligations  

17.1 The Importer may sub-contract its obligations in this IDTA to a Processor or Sub Processor (provided it complies with Section 16).  

17.2 If the Importer is the Exporter’s Processor or Sub-Processor: it must also comply with  the Linked Agreement or be with the written consent of the Exporter.  

17.3 The Importer must ensure that any person or third party acting under its authority,  including a Processor or Sub-Processor, must only Process the Transferred Data on its  instructions. 

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17.4 The Importer remains fully liable to the Exporter, the ICO and Relevant Data Subjects  for its obligations under this IDTA where it has sub-contracted any obligations to its  Processors and Sub-Processors, or authorised an employee or other person to  perform them (and references to the Importer in this context will include references to  its Processors, Sub-Processors or authorised persons). 

▪ What rights do individuals have? 

18. The right to a copy of the IDTA 

18.1 If a Party receives a request from a Relevant Data Subject for a copy of this IDTA: 

18.1.1 it will provide the IDTA to the Relevant Data Subject and inform the other  Party, as soon as reasonably possible; 

18.1.2 it does not need to provide copies of the Linked Agreement, but it must  provide all the information from those Linked Agreements referenced in the  Tables;  

18.1.3 it may redact information in the Tables or the information provided from the  Linked Agreement if it is reasonably necessary to protect business secrets or  confidential information, so long as it provides the Relevant Data Subject  with a summary of those redactions so that the Relevant Data Subject can  understand the content of the Tables or the information provided from the  Linked Agreement. 

19. The right to Information about the Importer and its Processing 

19.1 The Importer does not need to comply with this Section 19 if it is the Exporter’s  Processor or Sub-Processor. 

19.2 The Importer must ensure that each Relevant Data Subject is provided with details of:  the Importer (including contact details and the Importer Data Subject Contact); • the Purposes; and 

• any recipients (or categories of recipients) of the Transferred Data; 

The Importer can demonstrate it has complied with this Section 19.2 if the  information is given (or has already been given) to the Relevant Data Subjects by the  Exporter or another party. 

The Importer does not need to comply with this Section 19.2 in so far as to do so  would be impossible or involve a disproportionate effort, in which case, the Importer  must make the information publicly available. 

19.3 The Importer must keep the details of the Importer Data Subject Contact up to date  and publicly available. This includes notifying the Exporter in writing of any such  changes.

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19.4 The Importer must make sure those contact details are always easy to access for all  Relevant Data Subjects and be able to easily communicate with Data Subjects in the  English language Without Undue Delay.  

20. How Relevant Data Subjects can exercise their data subject rights 

20.1 The Importer does not need to comply with this Section 20 if it is the Exporter’s  Processor or Sub-Processor. 

20.2 If an individual requests, the Importer must confirm whether it is Processing their  Personal Data as part of the Transferred Data. 

20.3 The following Sections of this Section 20, relate to a Relevant Data Subject’s Personal  Data which forms part of the Transferred Data the Importer is Processing.  

20.4 If the Relevant Data Subject requests, the Importer must provide them with a copy of  their Transferred Data: 

20.4.1 Without Undue Delay (and in any event within one month); 

20.4.2 at no greater cost to the Relevant Data Subject than it would be able to  charge if it were subject to the UK Data Protection Laws;  

20.4.3 in clear and plain English that is easy to understand; and 

20.4.4 in an easily accessible form  

together with  

20.4.5 (if needed) a clear and plain English explanation of the Transferred Data so  that it is understandable to the Relevant Data Subject; and 

20.4.6 information that the Relevant Data Subject has the right to bring a claim for  compensation under this IDTA. 

20.5 If a Relevant Data Subject requests, the Importer must: 

20.5.1 rectify inaccurate or incomplete Transferred Data; 

20.5.2 erase Transferred Data if it is being Processed in breach of this IDTA;  20.5.3 cease using it for direct marketing purposes; and 

20.5.4 comply with any other reasonable request of the Relevant Data Subject,  which the Importer would be required to comply with if it were subject to  the UK Data Protection Laws.  

20.6 The Importer must not use the Transferred Data to make decisions about the Relevant  Data Subject based solely on automated processing, including profiling (the “Decision Making”), which produce legal effects concerning the Relevant Data Subject or  similarly significantly affects them, except if it is permitted by Local Law and:

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20.6.1 the Relevant Data Subject has given their explicit consent to such Decision Making; or  

20.6.2 Local Law has safeguards which provide sufficiently similar protection for the  Relevant Data Subjects in relation to such Decision-Making, as to the  

relevant protection the Relevant Data Subject would have if such Decision Making was in the UK; or 

20.6.3 the Extra Protection Clauses provide safeguards for the Decision-Making  which provide sufficiently similar protection for the Relevant Data Subjects  in relation to such Decision-Making, as to the relevant protection the  

Relevant Data Subject would have if such Decision-Making was in the UK.  

21. How Relevant Data Subjects can exercise their data subject rights– if the Importer is  the Exporter’s Processor or Sub-Processor 

21.1 Where the Importer is the Exporter’s Processor or Sub-Processor: If the Importer  receives a request directly from an individual which relates to the Transferred Data it  must pass that request on to the Exporter Without Undue Delay. The Importer must  only respond to that individual as authorised by the Exporter or any Third Party  Controller. 

22. Rights of Relevant Data Subjects are subject to the exemptions in the UK Data  Protection Laws 

22.1 The Importer is not required to respond to requests or provide information or  notifications under Sections 18, 19, 20, 21 and 23 if: 

22.1.1 it is unable to reasonably verify the identity of an individual making the  request; or 

22.1.2 the requests are manifestly unfounded or excessive, including where  requests are repetitive. In that case the Importer may refuse the request or  may charge the Relevant Data Subject a reasonable fee; or 

22.1.3 a relevant exemption would be available under UK Data Protection Laws,  were the Importer subject to the UK Data Protection Laws. 

If the Importer refuses an individual’s request or charges a fee under Section 22.1.2 it  will set out in writing the reasons for its refusal or charge, and inform the Relevant  Data Subject that they are entitled to bring a claim for compensation under this IDTA  in the case of any breach of this IDTA.  

▪ How to give third parties access to Transferred Data under Local Laws 23. Access requests and direct access 

23.1 In this Section 23 an “Access Request” is a legally binding request (except for requests  only binding by contract law) to access any Transferred Data and “Direct Access” 

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means direct access to any Transferred Data by public authorities of which the  Importer is aware. 

23.2 The Importer may disclose any requested Transferred Data in so far as it receives an  Access Request, unless in the circumstances it is reasonable for it to challenge that  Access Request on the basis there are significant grounds to believe that it is unlawful. 

23.3 In so far as Local Laws allow and it is reasonable to do so, the Importer will Without  Undue Delay provide the following with relevant information about any Access  Request or Direct Access: the Exporter; any Third Party Controller; and where the  Importer is a Controller, any Relevant Data Subjects.  

23.4 In so far as Local Laws allow, the Importer must:  

23.4.1 make and keep a written record of Access Requests and Direct Access,  including (if known): the dates, the identity of the requestor/accessor, the  purpose of the Access Request or Direct Access, the type of data requested  or accessed, whether it was challenged or appealed, and the outcome; and  the Transferred Data which was provided or accessed; and 

23.4.2 provide a copy of this written record to the Exporter on each Review Date  and any time the Exporter or the ICO reasonably requests. 

24. Giving notice 

24.1 If a Party is required to notify any other Party in this IDTA it will be marked for the  attention of the relevant Key Contact and sent by e-mail to the e-mail address given  for the Key Contact.  

24.2 If the notice is sent in accordance with Section 24.1, it will be deemed to have been  delivered at the time the e-mail was sent, or if that time is outside of the receiving  Party’s normal business hours, the receiving Party’s next normal business day, and  provided no notice of non-delivery or bounceback is received. 

24.3 The Parties agree that any Party can update their Key Contact details by giving 14  days’ (or more) notice in writing to the other Party. 

25. General clauses 

25.1 In relation to the transfer of the Transferred Data to the Importer and the Importer’s  Processing of the Transferred Data, this IDTA and any Linked Agreement: 

25.1.1 contain all the terms and conditions agreed by the Parties; and  25.1.2 override all previous contacts and arrangements, whether oral or in writing.  

25.2 If one Party made any oral or written statements to the other before entering into this  IDTA (which are not written in this IDTA) the other Party confirms that it has not  relied on those statements and that it will not have a legal remedy if those statements  are untrue or incorrect, unless the statement was made fraudulently. 

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25.3 Neither Party may novate, assign or obtain a legal charge over this IDTA (in whole or  in part) without the written consent of the other Party, which may be set out in the  Linked Agreement.  

25.4 Except as set out in Section 17.1, neither Party may sub contract its obligations under  this IDTA without the written consent of the other Party, which may be set out in the  Linked Agreement.  

25.5 This IDTA does not make the Parties a partnership, nor appoint one Party to act as the  agent of the other Party. 

25.6 If any Section (or part of a Section) of this IDTA is or becomes illegal, invalid or  unenforceable, that will not affect the legality, validity and enforceability of any other  Section (or the rest of that Section) of this IDTA. 

25.7 If a Party does not enforce, or delays enforcing, its rights or remedies under or in  relation to this IDTA, this will not be a waiver of those rights or remedies. In addition,  it will not restrict that Party’s ability to enforce those or any other right or remedy in  future. 

25.8 If a Party chooses to waive enforcing a right or remedy under or in relation to this  IDTA, then this waiver will only be effective if it is made in writing. Where a Party  provides such a written waiver: 

25.8.1 it only applies in so far as it explicitly waives specific rights or remedies; 

25.8.2 it shall not prevent that Party from exercising those rights or remedies in the  future (unless it has explicitly waived its ability to do so); and 

25.8.3 it will not prevent that Party from enforcing any other right or remedy in  future. 

▪ What happens if there is a breach of this IDTA? 

26. Breaches of this IDTA  

26.1 Each Party must notify the other Party in writing (and with all relevant details) if it: 26.1.1 has breached this IDTA; or  

26.1.2 it should reasonably anticipate that it may breach this IDTA, and provide any  information about this which the other Party reasonably requests. 

26.2 In this IDTA “Significant Harmful Impact” means that there is more than a minimal risk of a breach of the IDTA causing (directly or indirectly) significant damage to any  Relevant Data Subject or the other Party. 

27. Breaches of this IDTA by the Importer 

27.1 If the Importer has breached this IDTA, and this has a Significant Harmful Impact, the  Importer must take steps Without Undue Delay to end the Significant Harmful Impact, 

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and if that is not possible to reduce the Significant Harmful Impact as much as  possible.  

27.2 Until there is no ongoing Significant Harmful Impact on Relevant Data Subjects: 27.2.1 the Exporter must suspend sending Transferred Data to the Importer; 

27.2.2 If the Importer is the Exporter’s Processor or Sub-Processor: if the Exporter  requests, the importer must securely delete all Transferred Data or securely  return it to the Exporter (or a third party named by the Exporter); and 

27.2.3 if the Importer has transferred on the Transferred Data to a third party receiver under Section 16, and the breach has a Significant Harmful Impact  on Relevant Data Subject when it is Processed by or on behalf of that third  party receiver, the Importer must: 

27.2.3.1 notify the third party receiver of the breach and suspend sending  it Transferred Data; and  

27.2.3.2 if the third party receiver is the Importer’s Processor or Sub Processor: make the third party receiver securely delete all  

Transferred Data being Processed by it or on its behalf, or  

securely return it to the Importer (or a third party named by the  

Importer).  

27.3 If the breach cannot be corrected Without Undue Delay, so there is no ongoing  Significant Harmful Impact on Relevant Data Subjects, the Exporter must end this IDTA under Section 30.1. 

28. Breaches of this IDTA by the Exporter 

28.1 If the Exporter has breached this IDTA, and this has a Significant Harmful Impact, the  Exporter must take steps Without Undue Delay to end the Significant Harmful Impact  and if that is not possible to reduce the Significant Harmful Impact as much as  possible.  

28.2 Until there is no ongoing risk of a Significant Harmful Impact on Relevant Data  Subjects, the Exporter must suspend sending Transferred Data to the Importer. 

28.3 If the breach cannot be corrected Without Undue Delay, so there is no ongoing  Significant Harmful Impact on Relevant Data Subjects, the Importer must end this  IDTA under Section 30.1. 

▪ Ending the IDTA 

29. How to end this IDTA without there being a breach 

29.1 The IDTA will end: 

29.1.1 at the end of the Term stated in Table 2: Transfer Details; or

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29.1.2 if in Table 2: Transfer Details, the Parties can end this IDTA by providing  written notice to the other: at the end of the notice period stated;  

29.1.3 at any time that the Parties agree in writing that it will end; or 29.1.4 at the time set out in Section 29.2. 

29.2 If the ICO issues a revised Approved IDTA under Section 5.4, if any Party selected in  Table 2 “Ending the IDTA when the Approved IDTA changes”, will as a direct result of  the changes in the Approved IDTA have a substantial, disproportionate and  demonstrable increase in:  

29.2.1 its direct costs of performing its obligations under the IDTA; and/or  29.2.2 its risk under the IDTA, 

and in either case it has first taken reasonable steps to reduce that cost or risk so that  it is not substantial and disproportionate, that Party may end the IDTA 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 IDTA. 

30. How to end this IDTA if there is a breach 

30.1 A Party may end this IDTA immediately by giving the other Party written notice if: 

30.1.1 the other Party has breached this IDTA and this has a Significant Harmful  Impact. This includes repeated minor breaches which taken together have a  Significant Harmful Impact, and 

30.1.1.1 the breach can be corrected so there is no Significant Harmful  Impact, and the other Party has failed to do so Without Undue  

Delay (which cannot be more than 14 days of being required to  

do so in writing); or 

30.1.1.2 the breach and its Significant Harmful Impact cannot be  

corrected; 

30.1.2 the Importer can no longer comply with Section 8.3, as there are Local Laws  which mean it cannot comply with this IDTA and this has a Significant  

Harmful Impact. 

31. What must the Parties do when the IDTA ends? 

31.1 If the parties wish to bring this IDTA to an end or this IDTA ends in accordance with  any provision in this IDTA, but the Importer must comply with a Local Law which  requires it to continue to keep any Transferred Data then this IDTA will remain in  force in respect of any retained Transferred Data for as long as the retained  Transferred Data is retained, and the Importer must: 

31.1.1 notify the Exporter Without Undue Delay, including details of the relevant Local Law and the required retention period; 

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31.1.2 retain only the minimum amount of Transferred Data it needs to comply with  that Local Law, and the Parties must ensure they maintain the Appropriate  Safeguards, and change the Tables and Extra Protection Clauses, together  with any TRA to reflect this; and  

31.1.3 stop Processing the Transferred Data as soon as permitted by that Local Law  and the IDTA will then end and the rest of this Section 29 will apply. 

31.2 When this IDTA ends (no matter what the reason is): 

31.2.1 the Exporter must stop sending Transferred Data to the Importer; and 

31.2.2 if the Importer is the Exporter’s Processor or Sub-Processor: the Importer  must delete all Transferred Data or securely return it to the Exporter (or a  third party named by the Exporter), as instructed by the Exporter;  

31.2.3 if the Importer is a Controller and/or not the Exporter’s Processor or Sub Processor: the Importer must securely delete all Transferred Data.  

31.2.4 the following provisions will continue in force after this IDTA ends (no  matter what the reason is):  

Section 1 (This IDTA and Linked Agreements); 

Section 2 (Legal Meaning of Words); 

Section 6 (Understanding this IDTA); 

Section 7 (Which laws apply to this IDTA); 

Section 10 (The ICO); 

Sections 11.1 and 11.4 (Exporter’s obligations); 

Sections 12.1.2, 12.1.3, 12.1.4, 12.1.5 and 12.1.6 (General Importer  

obligations); 

Section 13.1 (Importer’s obligations if it is subject to UK Data Protection  Laws); 

Section 17 (Importer’s responsibility if it authorised others to perform its  obligations); 

Section 24 (Giving notice); 

Section 25 (General clauses); 

Section 31 (What must the Parties do when the IDTA ends); 

Section 32 (Your liability); 

Section 33 (How Relevant Data Subjects and the ICO may bring legal claims);

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Section 34 (Courts legal claims can be brought in); 

Section 35 (Arbitration); and 

Section 36 (Legal Glossary). 

▪ How to bring a legal claim under this IDTA 

32. Your liability 

32.1 The Parties remain fully liable to Relevant Data Subjects for fulfilling their obligations  under this IDTA and (if they apply) under UK Data Protection Laws. 

32.2 Each Party (in this Section, “Party One”) agrees to be fully liable to Relevant Data  Subjects for the entire damage suffered by the Relevant Data Subject, caused directly  or indirectly by: 

32.2.1 Party One’s breach of this IDTA; and/or  

32.2.2 where Party One is a Processor, Party One’s breach of any provisions  regarding its Processing of the Transferred Data in the Linked Agreement; 

32.2.3 where Party One is a Controller, a breach of this IDTA by the other Party if it  involves Party One’s Processing of the Transferred Data (no matter how  minimal)  

in each case unless Party One can prove it is not in any way responsible for the event  giving rise to the damage. 

32.3 If one Party has paid compensation to a Relevant Data Subject under Section 32.2, it is  entitled to claim back from the other Party that part of the compensation  corresponding to the other Party’s responsibility for the damage, so that the  compensation is fairly divided between the Parties.  

32.4 The Parties do not exclude or restrict their liability under this IDTA or UK Data  Protection Laws, on the basis that they have authorised anyone who is not a Party  (including a Processor) to perform any of their obligations, and they will remain  responsible for performing those obligations.  

33. How Relevant Data Subjects and the ICO may bring legal claims 

33.1 The Relevant Data Subjects are entitled to bring claims against the Exporter and/or  Importer for breach of the following (including where their Processing of the  Transferred Data is involved in a breach of the following by either Party): 

• Section 1 (This IDTA and Linked Agreements); 

• Section 3 (You have provided all the information required by Part one: Tables and  Part two: Extra Protection Clauses); 

• Section 8 (The Appropriate Safeguards);

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• Section 9 (Reviews to ensure the Appropriate Safeguards continue); • Section 11 (Exporter’s obligations); 

• Section 12 (General Importer Obligations); 

• Section 13 (Importer’s obligations if it is subject to UK Data Protection Laws); • Section 14 (Importer’s obligations to comply with key data protection laws); • Section 15 (What happens if there is an Importer Personal Data Breach); • Section 16 (Transferring on the Transferred Data); 

• Section 17 (Importer’s responsibility if it authorises others to perform its  obligations); 

• Section 18 (The right to a copy of the IDTA); 

• Section 19 (The Importer’s contact details for the Relevant Data Subjects); • Section 20 (How Relevant Data Subjects can exercise their data subject rights); 

• Section 21 (How Relevant Data Subjects can exercise their data subject rights– if  the Importer is the Exporter’s Processor or Sub-Processor); 

• Section 23 (Access Requests and Direct Access); 

• Section 26 (Breaches of this IDTA); 

• Section 27 (Breaches of this IDTA by the Importer); 

• Section 28 (Breaches of this IDTA by the Exporter); 

• Section 30 (How to end this IDTA if there is a breach); 

• Section 31 (What must the Parties do when the IDTA ends); and 

• any other provision of the IDTA which expressly or by implication benefits the  Relevant Data Subjects. 

33.2 The ICO is entitled to bring claims against the Exporter and/or Importer for breach of  the following Sections: Section 10 (The ICO), Sections 11.1 and 11.2 (Exporter’s  obligations), Section 12.1.6 (General Importer obligations) and Section 13 (Importer’s  obligations if it is subject to UK Data Protection Laws). 

33.3 No one else (who is not a Party) can enforce any part of this IDTA (including under the  Contracts (Rights of Third Parties) Act 1999). 

33.4 The Parties do not need the consent of any Relevant Data Subject or the ICO to make  changes to this IDTA, but any changes must be made in accordance with its terms. 

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33.5 In bringing a claim under this IDTA, a Relevant Data Subject may be represented by a  not-for-profit body, organisation or association under the same conditions set out in  Article 80(1) UK GDPR and sections 187 to 190 of the Data Protection Act 2018. 

34. Courts legal claims can be brought in 

34.1 The courts of the UK country set out in Table 2: Transfer Details have non-exclusive  jurisdiction over any claim in connection with this IDTA (including non-contractual  claims). 

34.2 The Exporter may bring a claim against the Importer in connection with this IDTA  (including non-contractual claims) in any court in any country with jurisdiction to hear  the claim.  

34.3 The Importer may only bring a claim against the Exporter in connection with this IDTA  (including non-contractual claims) in the courts of the UK country set out in the Table  2: Transfer Details  

34.4 Relevant Data Subjects and the ICO may bring a claim against the Exporter and/or the  Importer in connection with this IDTA (including non-contractual claims) in any court  in any country with jurisdiction to hear the claim.  

34.5 Each Party agrees to provide to the other Party reasonable updates about any claims  or complaints brought against it by a Relevant Data Subject or the ICO in connection  with the Transferred Data (including claims in arbitration). 

35. Arbitration  

35.1 Instead of bringing a claim in a court under Section 34, any Party, or a Relevant Data  Subject may elect to refer any dispute arising out of or in connection with this IDTA  (including non-contractual claims) to final resolution by arbitration under the Rules of  the London Court of International Arbitration, and those Rules are deemed to be  incorporated by reference into this Section 35.  

35.2 The Parties agree to submit to any arbitration started by another Party or by a  Relevant Data Subject in accordance with this Section 35. 

35.3 There must be only one arbitrator. The arbitrator (1) must be a lawyer qualified to  practice law in one or more of England and Wales, or Scotland, or Northern Ireland  and (2) must have experience of acting or advising on disputes relating to UK Data  Protection Laws.  

35.4 London shall be the seat or legal place of arbitration. It does not matter if the Parties  selected a different UK country as the ‘primary place for legal claims to be made’ in  Table 2: Transfer Details. 

35.5 The English language must be used in the arbitral proceedings.

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35.6 English law governs this Section 35. This applies regardless of whether or not the  parties selected a different UK country’s law as the ‘UK country’s law that governs the  IDTA’ in Table 2: Transfer Details. 

36. Legal Glossary

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6. Alternative Part 4 Mandatory Clauses:

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