PREZI DATA PROCESSING AGREEMENT (DPA)
[Please contact us for our Education DPA if you are an educational institution]
This DPA governs the processing of Personal Data processed by Prezi Inc. for or on behalf of Customer in connection with the services provided by Prezi and as detailed in the Prezi Terms of Use as applicable.
This EU, UK and CCPA Data Processing Agreement (“DPA”) supplements our Terms of Service and Privacy Policy (together and individually, the “Agreement”) with clients (“Client” or “you”) insofar as they relate to processing of data subject to the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s General Data Protection Regulation (“UK GDPR”), the California Consumer Privacy Act (“CCPA”), the Virginia Consumer Data Protection Act (VCDPA) and the Colorado Privacy Act (ColoPA). To the extent this DPA conflicts with our Terms of Service or our Privacy Policy, this DPA will control. Capitalized terms used in this DPA shall have the same meaning set forth for those terms in the EU GDPR, UK GDPR, or if applicable, the CCPA, unless a different meaning is specified herein.
Prezi, Inc. (“Prezi,” “we,” or “us”) is a software as a service provider. As such, we act as a “Processor” under the GDPR. As one of our clients, you control the means and purposes for the processing of the data you gather using our services (the “Services”), and thus, you are a Controller under the GDPR. Unless otherwise agreed between us in writing, those items the GDPR requires of Processors will be our responsibility, and those items required of Controllers will be your responsibility. Under the CCPA, we qualify as a service provider, and we agree to comply with the requirements of service providers as described in the CCPA and as specifically described in this DPA.
RECITALS
Customer has subscribed to the Prezi Terms of Use (those terms applicable for your subscription) for receiving certain services from Prezi Inc. as described in Prezi’s “Order Form” previously executed or accepted by other means by the Customer.
To comply with the General Data Protection Regulation (defined below), the Parties are required to enter into this DPA. Accordingly, Customer's engagement with Prezi Inc. is conditioned upon the agreement to this DPA.
In case of conflict or inconsistency the following documents prevail: International Data Transfer Addendum (applicable to UK only), Standard Contractual Clauses (SCC), this DPA, Prezi Order Form, Prezi Business Terms of Use.
This DPA shall remain in effect as long as Prezi Inc. carries out Personal Data processing operations on behalf of Customer or until the termination of the Prezi Services (and all Personal Data has been returned or deleted in accordance with Section 8).
AGREEMENT
“Applicable Privacy Law(s)” means the relevant data protection and privacy laws and regulations to which Customer is subject, including, where applicable, EU Data Protection Law, UK Data Protection Law, and applicable US state law.
“Authorized Persons” means any person who processes Personal Data on Prezi’s behalf, including Prezi’s employees, officers and contractors who are under a strict duty of confidentiality (whether a contractual or statutory duty) and that they process the Personal Data only for the purposes listed in Section 2.1.
“Authorized Subprocessor” means a third-party subcontractor, agent, reseller, or auditor who has a need to know or otherwise access Personal Data to enable Prezi to perform its obligations under this DPA or the Customer Agreement, and who is either (a) listed on the list available here: https://prezi.zendesk.com/hc/en-us/articles/360009207833 (such URL may be updated by Prezi from time to time, subject to Prezi’s compliance with Section 3.1) or (ii) otherwise specifically authorized by Customer to do so under Section 3.1 of this DPA.
“Customer Agreement” means collectively the Prezi Order Form and the Business Terms of Use
“Data Controller”, “Data Exporter” means Customer.
“Data Processor”, “Data Importer” means Prezi.
“EU Data Protection Law” means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR").
“General Data Protection Regulation” means the European Union Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
“Standard Contractual Clauses (SCC)” means the agreement executed by and between Data Controller and Data Processor and attached hereto as Annex D pursuant to the Annex to the European Commission’s implementing decision on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.
“Personal Data” means any information provided or made available to Prezi, by or on behalf of Customer, in connection with the Services and which relates to an identified or identifiable natural person (“data subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, genetic, mental, economic, cultural or social identity. For the avoidance of doubt, Personal Data includes personally identifiable information.
“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Security Breach” means a security incident leading to an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, Personal Data
“Security Measures” means technical and organizational security measures to meet the requirements of EU Data Protection Law, and in particular, to protect against the occurrence of Security Breaches and to preserve the security, integrity and confidentiality of Personal Data.
“Subprocessor” means any entity which provides processing services to Prezi in furtherance of Prezi’s processing on behalf of Customer.
“Supervisory Authority” means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation having jurisdiction over the processing of any Personal Data under this DPA.
“UK Data Protection Law” means Section 119A of the Data Protection Act 2018 of the United Kingdom with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR").
All terms not defined herein shall have the meaning as ascribed to them in the Prezi Terms of Use applicable to your subscription.
2.1 Prezi Inc. (acting as Data Processor on behalf of the Data Controller) shall only process Personal Data for the purpose of providing, supporting and improving Prezi’s Services in accordance with the Prezi Terms of Use applicable to your subscription.
2.2 Prezi Inc. shall ensure that any Authorized Person is subject to a strict duty of confidentiality (whether a contractual or statutory duty) and that they process the Personal Data only for the purposes listed in Section 2.1.
2.3 The categories of Personal Data processed and the categories of data subjects to this DPA are described in Annex A to this DPA.
3.1 Customer acknowledges and agrees that Prezi may (a) engage its affiliates and the Subprocessors listed here (such URL may be updated by Prezi from time to time, subject to compliance with the remainder of this Section 3) to access and process Personal Data in connection with the Services; and (b) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data, as further set out in this Section 3.
3.2 In the event that Prezi wants to contract with another affiliate or Subprocessors not listed in the affiliates and Subprocessors list referenced in Section 3.1 above, Prezi will, at least ten (10) days before engaging with the new Subprocessors to access or participate in the processing of Personal Data, add such third party to the List and notify Customer of that update via email. Customer may object to such an engagement in writing within ten (10) days of receipt of the notice by Prezi.
3.3 If Customer reasonably objects to an engagement in accordance with Section 3.2, Prezi shall provide Customer with a written description of commercially reasonable alternative(s), if any, to such engagement, including without limitation modification to the Services. If Prezi, in its sole discretion, cannot provide any such alternative(s), or if Customer does not agree to any such alternative(s) if provided, Data Processor may terminate this DPA.
3.4 If Customer does not object to the engagement of a third party in accordance with Section 3.2 within ten (10) days of notice by Prezi, that third party will be deemed an Authorized Subprocessor for the purposes of this DPA.
3.5 Prezi shall, by way of contract or other legal act under EU Data Protection Law or European Union member state law (if applicable) or under UK Data Protection Law (if applicable) on personal data protection (including without limitation approved codes of conduct and standard contractual clauses), ensure that every Authorized Subprocessor is subject to obligations regarding the processing of Personal Data that are no less protective than those to which Prezi is subject under this DPA.
3.6 Prezi shall be liable to Customer for the acts and omissions of Authorized Subprocessors to the same extent that Data Processor would itself be liable under this DPA had it conducted such acts or omissions.
4.1 Prezi Inc. will implement and maintain appropriate technical and organizational security measures to meet the requirements of EU Data Protection Law and UK Data Protection Law, and in particular, to protect against the occurrence of Security Breaches and to preserve the security, integrity and confidentiality of Personal Data ("Security Measures"). Such Security Measures shall take into account industry standards, the costs of implementation, and the nature, scope, context and purposes of the processing, as well as the risk of a Security Breach and potential impact on the rights and freedoms of natural persons. At a minimum, Prezi Inc. shall implement the Security Measures identified in Annex B of this DPA.
4.2 In the event of a security breach involving Customer’s Personal Data, Prezi Inc. shall promptly (and in no event later than 48 hours of Prezi Inc. becoming aware of such security breach) inform Customer and provide written notification of the security breach. Such notification shall include a description of the security breach, and a description of the measures taken or proposed to be taken by Prezi Inc. to address the security breach, including, where appropriate, measures to mitigate its possible adverse effects.
4.3 Prezi shall cooperate with Customer regarding the investigation of security breaches and the notification to the Supervisory Authority / Information Commissioner’s Office and Customer's data subjects regarding such security breaches.
4.4 Prezi shall provide reasonable help with the preparation of data protection impact assessments of the Services as is reasonable in light of the Personal Data that is being processed, and, where necessary, with carrying out consultations with any Supervisory Authority / Information Commissioner’s Office.
4.5 The content and provision of any notification, public/regulatory communication or press release concerning the security breach (Communication) shall be solely at Customer’s discretion. If and to the extent Prezi Inc. is referenced by name in any such Communication, Prezi Inc, shall be provided with an opportunity to review and approve the Communication for accuracy, such approval shall not be unreasonably withheld. Such review shall be honoured to the extent that this process would not prevent Customer to comply with its notification requirements, in particular taking into account the limited time window during which the Customer must notify the Supervisory Authority. Delay on the Customer’s part is not a basis for not providing Prezi opportunity to review the Communication.
5.1 In the event that Prezi receives a subpoena, court order, warrant or other legal demand from a third party (including law enforcement or other public or judicial authorities) seeking the disclosure of Personal Data, Prezi shall not, unless otherwise required by applicable law or advised by counsel that it is so required by applicable law, disclose any information. In such event Prezi shall immediately notify Customer in writing of such request, and unless otherwise required by applicable law, reasonably cooperate with Customer if it wishes to limit, challenge or protect against such disclosure, to the extent permitted by applicable laws.
6.1 If a Supervisory Authority / Information Commissioner’s Office requires an audit of Prezi Inc. regarding the processing of Customer’s Personal Data in order to ascertain or monitor Customer's compliance, Prezi Inc. will cooperate with such audit of the controls stated in this DPA. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Prezi Inc. expends for any such audit, in addition to the rates for services performed by Prezi Inc.
6.2 Upon request, Prezi Inc. will provide Customer a summary of audit reports, Prezi’s privacy and security policies and/or other documentation reasonably required by Customer to verify Prezi’s compliance with this DPA.
6.3 If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm Prezi’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and Prezi Inc. may audit Prezi’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice (of at least 15 business days) to Prezi and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Prezi expends for any such audit, in addition to the rates for services performed by Prezi. Before the commencement of any such audit, Customer and Prezi shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify Prezi with information regarding any non-compliance discovered during the course of an audit. Customer may not audit Prezi more than once annually, unless otherwise required by a Supervisory Authority / Information Commissioner’s Office or Applicable Privacy Laws.
7.1 Prezi Inc. will, at all times, provide an adequate level of protection for the Personal Data, wherever processed, in accordance with the requirements of Applicable Privacy Laws.
7.2 Where Prezi Inc. processes Personal Data under this DPA that originates from the EEA (including the United Kingdom) and/or Switzerland, Prezi Inc. shall comply with (and require any Subcontractor to comply with) the SCCs, which are incorporated by reference and form an integral part of this DPA as Annex D. Where Prezi Inc. processes Personal Data under this DPA that originates from the UK, Prezi Inc. shall comply with (and require any Subcontractor to comply with) the SCCs and the accompanying International Data Transfer Agreement, which are incorporated by reference and form an integral part of this DPA as Annex E. For the purposes of the descriptions in the SCCs and only as between Prezi and Customer, Prezi Inc. agrees that it is a "data importer" and Customer is the "data exporter" under the SCCs under the conditions outlined in Annex A and Annex B of this DPA.
8.1 Prezi and Customer agree that on the termination of the data processing services or upon Customer’s reasonable request, Prezi shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy the data.
8.2 Prezi will only retain Customers information to the extent: (a) Prezi is required by law to maintain such information; or (b) it is needed for Prezi to address any issues or inquiries that Customer may have. Prezi shall dispose such information by destroying it or erasing it.
8.3 Prezi will provide reasonable assistance to Customer regarding any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, or deletion of Personal Data that Prezi Inc. processes for Customer. In the event that a data subject sends such a request directly to Prezi, it will promptly send such request to Customer.
9.4 Additional Terms. All issues not provided for by this DPA shall be regulated by the Prezi contract and the Prezi Terms of Use applicable to your subscription.
Attachments:
Annex A: Details of the Processing
Annex B: Security Measures
Annex C: Authorized Subprocessors
Annex D: Standard Contractual Clauses
Annex E: International Data Transfer Agreement (UK)
Categories of Data Subjects:
Prezi users (Natural person, adult)
Purpose of the transfer:
Providing Prezi Services outlined in the Prezi Terms of Use as applicable to your subscription.
Categories of Personal Data:
Account Information
Payment Information
Support Information
Content Information (User content)
Description of the technical and organizational security measures implemented by Prezi:
1. Physical Access Controls
Prezi implements suitable measures in order to prevent unauthorized persons from gaining physical access to systems (namely database and application servers and related hardware) where Data are processed or used. This is accomplished by:
All production infrastructure responsible for processing and storing customer data is within a physically secure data center provided by Amazon Web Services (AWS). AWS has strict security measures deployed and described in the their security & compliance white papers which can be found at https://aws.amazon.com/whitepapers/#security. Prezi employees does not have physical access to the data center facilities.
The Prezi office buildings are protected with security guards during the night, while certain areas are also equipped with closed-circuit cameras.
Employees need to use badges, which are required to access the Prezi office area.
Prezi guests need to register themselves in the reception area.
Prezi has implemented a physical and visitor access policy to protect company assets.
2. Electronic Access Controls
Prezi implements suitable measures (including industry standard encryption) to prevent its systems from being used by unauthorized persons. This is accomplished by:
Identification of all authorized user to Prezi’s systems.
Access to data processing systems is logged, monitored, and tracked.
Authorized users are required to have a password set up on their laptops and workstations. Password complexity and full disk encryption is enforced. Screen lock after a certain time period is also enforced.
Multi-factor authentication for accessing high risk systems is enforced.
Allowing only key-based authentication for SSH access.
Industry standard TLS encryption between client to server and server to server communication.
3. Data Management controls
Prezi ensures that the persons entitled to use its systems are only able to access the data within the scope and to the extent covered by their respective access permission (authorization) and that Personal Data cannot be read, copied or modified or removed without authorization. This is accomplished by:
Employee policies and training in respect of each employee’s access rights and management of Personal Data.
Effective and measured disciplinary action against individuals who access Personal Data without authorization.
Automated monitoring of systems access to Personal Data with automatic thresholds to alert on suspicious access.
Release of data to only authorized persons.
4. Data Transfer Controls
Prezi implements suitable measures to prevent Personal Data from being read, copied, altered or deleted by unauthorized parties during the transfer of data. This is accomplished by:
Use of firewall to protect the gateways and pipelines through which the data travels.
Industry standard TLS encryption between client to server and server to server communication.
Avoiding to store personal data on mobile storage media for transportation purposes and on laptops or other mobile devices or only with strong encryption protection.
Employee policies and training in respect of data management and transfer of Personal Data.
5. Data Integrity Controls
Prezi implements suitable measures to ensure that it is possible to check and establish whether and by whom Personal Data have been added, modified or deleted in data processing systems. This is accomplished by:
Identification and authentication of Authorized Persons with rights to input, as well as for the reading, alteration and deletion of stored data.
Logging and tracking of authorization by Prezi personal in the event of an official request of adding, modifying or deleting data.
Only Authorized Persons are allowed to “impersonate” customers upon incidents or in relation to a support request. Impersonation requires providing a business reason. The provided business reasons are reviewed periodically.
6. Control Verification and Auditing
Prezi implements suitable measures to ensure that, in the case of commissioned processing of Personal Data, the data are processed strictly in accordance with the instructions of the Customer. This is accomplished by:
Upon request Prezi will provide Customer a summary of audit Reports, Prezi’s privacy and security policies and/or other documentation reasonably required by Customer to verify Prezi’s compliance with this DPA.
In the event the Reports does not provide, in Customer’s reasonable judgment, sufficient information to confirm Prezi’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and Prezi may audit Prezi’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice (of at least 15 business days) to Prezi and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Prezi expends for any such audit, in addition to the rates for services performed by Prezi. Before the commencement of any such audit, Customer and Prezi shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify Prezi with information regarding any non-compliance discovered during the course of an audit. Customer may not audit Prezi more than once annually.
7. Availability Controls
Prezi implements suitable measures to ensure that Personal Data are protected from accidental destruction or loss, and that Prezi is able to restore the availability and access to Personal Data in a timely manner in the event of a Security Breach. This is accomplished by:
Services’ architecture upholds industry best practices of infrastructure redundancy, resiliency and rapid recovery.
Services are actively monitored by tracking uptime and overall availability.
Automatic alerts are triggered when service interruption is detected.
Services are deployed in multiple data centers for redundancy.
Backup is stored in another region and available for restore in case of failure.
8. Data Isolation Controls
Prezi implements suitable measures to ensure that data collected for different purposes can be processed separately. This is accomplished by:
Access to data is separated through application security for the appropriate users.
Data is stored, where reasonably possible, in separate databases to fulfil the individual purpose of processing and/or function.
Reports and batch processing are designed for only specific purposes and functions, so data collected for specific purposes is processed separately.
9. Quality Controls
Prezi regularly tests, assesses and evaluates the effectiveness of the technical and organizational measures it has in place for ensuring the security of its processing of Personal Data.
This is the current list of Authorized Subprocessors as at the date of this DPA. Prezi is not responsible for keeping updated the table below. An updated list will be maintained online under [Authorized Processors List Page - https://prezi.zendesk.com/hc/en-us/articles/360009207833].
|
Company |
Country |
Purpose/ Use |
|
Chart.io |
United States |
Analytics Tooling |
|
Clari |
United States |
Analytics Tooling |
|
Radius |
United States |
Analytics Tooling |
|
Conversica |
United States |
Automation Tooling |
|
Synthio |
United States |
Automation Tooling |
|
Zapier.com |
United States |
Automation Tooling |
|
Discourse.org |
United States |
Communication Provider |
|
GoToWebinar |
United States |
Communication Provider |
|
Groove |
United States |
Communication Provider |
|
Intercom |
United States |
Communication Provider |
|
returnpath |
United States |
Communication Provider |
|
selligent |
United States |
Communication Provider |
|
Sertifi |
United States |
Communication Provider |
|
Siftrock |
United States |
Communication Provider |
|
SurveyMonkey |
United States |
Communication Provider |
|
TalkDesk |
United States |
Communication Provider |
|
Troops |
United States |
Communication Provider |
|
YouCanBook.Me |
United States |
Communication Provider |
|
LinkedIn (Sales Navigator) |
United States |
Customer Management |
|
SalesForce |
United States |
Customer Management |
|
Zendesk |
United States |
Customer Management |
|
ZoomInfo |
United States |
Customer Management |
|
Amazon Web Services (AWS) |
United States |
Hosting Provider |
|
Azure |
United States |
Hosting Provider |
|
Heroku |
United States |
Hosting Provider |
|
|
United States |
Hosting Provider and Analytics Tooling |
|
Bluesnap |
United States |
Payment Provider |
|
Braintree |
United States |
Payment Provider |
|
Paypal |
United States |
Payment Provider |
|
Zuora |
United States |
Payment Provider |
– EU Standard Contractual Clauses
COMMISSION IMPLEMENTING DECISION (EU) 2021/914
of 4 June 2021
on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council
ANNEX
STANDARD CONTRACTUAL CLAUSES (SCCs)
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 personal data to a third country. |
|
(b) |
The Parties:
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’). |
|
(c) |
These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. |
|
(d) |
The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses. |
Clause 2
Effect and invariability of the Clauses
|
(a) |
These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects. |
|
(b) |
These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679. |
Clause 3
Third-party beneficiaries
|
(a) |
Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
|
|
(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
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. |
|
(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 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:
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(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; |
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(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; |
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(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
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(a) |
The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. |
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(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. |
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(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. |
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(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. |
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(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
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(a) |
SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least ten (10) days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date. |
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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. |
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(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. |
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(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. |
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(e) |
The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data. |
Clause 10
Data subject rights
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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. |
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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. |
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In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter. |
Clause 11
Redress
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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. |
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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. |
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(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:
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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. |
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The data importer shall abide by a decision that is binding under the applicable EU or Member State law. |
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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
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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. |
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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. |
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(c) |
Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. |
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(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. |
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(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. |
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(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. |
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The data importer may not invoke the conduct of a sub-processor to avoid its own liability. |
Clause 13
Supervision
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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. |
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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
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The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses. |
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(b) |
The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
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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. |
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(d) |
The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request. |
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(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). |
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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
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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:
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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. |
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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.). |
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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. |
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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
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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). |
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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. |
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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
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The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason. |
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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). |
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The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
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. |
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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. |
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Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679. |
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.
Clause 18
Choice of forum and jurisdiction
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Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State. |
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The Parties agree that those shall be the courts of Ireland. |
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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. |
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The Parties agree to submit themselves to the jurisdiction of such courts. |
APPENDIX
EXPLANATORY NOTE:
It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can be achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.
ANNEX I
A. LIST OF PARTIES
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
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Name: |
Shall be based on the subscriber information provided; note that Prezi depends upon the completeness and accuracy of such information to honor our obligations |
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Address: |
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Contact person’s name, position and contact details: |
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Activities relevant to the data transferred under these Clauses: |
As set out in Annex A of the DPA |
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Signature and date: |
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Controller |
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
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Name: |
Prezi Inc. |
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Address: |
101 Broadway, 2nd floor, Oakland, CA 94607 USA |
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Contact person’s name, position and contact details: |
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Activities relevant to the data transferred under these Clauses: |
As set out in Annex A of the DPA |
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Signature and date: |
June 2022 |
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Role (controller/processor): |
Processor |
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B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Prezi users (Natural person, adult)
Categories of personal data transferred
Contact and Account Information,
Payment Information,
Support Information (if applicable),
Content Information (if applicable).
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Not Applicable, no sensitive data will be transferred to Prezi, Inc.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continuous
Nature of the processing
The nature of the processing may include the collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data.
Purpose(s) of the data transfer and further processing
Operation and Provision of the Prezi Services to the relevant Prezi Users of the Customer.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As set out in Section 8 of the DPA.
Prezi, Inc. disposes of Personal Data by
destroying it,
erasing it, or
anonymizing it.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Prezi, Inc. may use others to help providing its Services. This may include application development, hosting, maintenance, backup, storage, virtual infrastructure, payment processing, fraud detection. Third-party service providers may have access to Prezi Users‘ personal data as reasonably necessary to perform these tasks on Prezi, Inc.‘s behalf and are obligated not to disclose or use it for other purposes. All Prezi service providers must meet Prezi, Inc.‘s security and privacy standards before they gain access to any of Prezi Users‘ information.
Further , the matter, nature and duration of the processing is the same as Prezi’s data processing itself.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
Name: Data Protection Commission
21 Fitzwilliam Square South
Dublin 2 D02 RD28
Country: Ireland
Address: Postfach 3163, 65021 Wiesbaden
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Measures of encryption of personal data,
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
Measures for user identification and authorisation
Measures for the protection of data during transmission (encryption in transit)
Measures for the protection of data during storage (encryption at rest)
Measures for ensuring physical security of locations at which personal data are processed
Measures for ensuring events logging (extended security logging, preserving audit trails)
Measures for ensuring system configuration, including default configuration
Measures for internal IT and IT security governance and management (based on SOC 2/COSO, NIST CSF, and PCI/DSS)
Measures for certification/assurance of processes and products (SOC 2 Type 2)
Measures for ensuring data minimisation
Measures for ensuring data quality
Measures for ensuring limited data retention
Measures for ensuring accountability
Measures for allowing data portability and ensuring erasure
Measures set out in Annex B (Security Measures) of the DPA
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter
Further, measures specific to transfers to Prezi, Inc.‘s sub-processors are the same as Prezi Inc.‘s own technical and organisational measures.
ANNEX III
LIST OF SUB-PROCESSORS
Please see „Annex C: Authorized Subprocessors“ of this Data Processing Agreement.
VERSION B1.0, in force 21 March 2022
This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.
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☒ The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:
☐ the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: |
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“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
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Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
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This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.
Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.
This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.
Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
In Clause 2, delete the words:
“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;
Clause 6 (Description of the transfer(s)) is replaced with:
“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
Clause 8.7(i) of Module 1 is replaced with:
“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
Clause 8.8(i) of Modules 2 and 3 is replaced with:
“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
References to Regulation (EU) 2018/1725 are removed;
References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
Clause 13(a) and Part C of Annex I are not used;
The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
In Clause 16(e), subsection (i) is replaced with:
“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;
Clause 17 is replaced with:
“These Clauses are governed by the laws of England and Wales.”;
Clause 18 is replaced with:
“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and
The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.
The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
From time to time, the ICO may issue a revised Approved Addendum which:
makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
reflects changes to UK Data Protection Laws;
The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.
If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:
its direct costs of performing its obligations under the Addendum; and/or
its risk under the Addendum,
and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.
The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.
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