Data Processing Agreement

PREAMBLE

This Data Processing Agreement forms part of the Master Services Agreement between Carrot and Customer ("Agreement"). Carrot and Customer are each referred to herein as a "Party" and collectively as the "Parties". Capitalized terms used but not defined herein shall have the meaning given in the Agreement.

In the course of providing the Services, Carrot will process personal data within the meaning of Art. 4 no 1 and 2 of 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 (General Data Protection Regulation) ("GDPR") of (i) Customer or (ii) Customer’s affiliates located in the European Economic Area ("EEA"), United Kingdom ("UK") or Switzerland or (iii) those affiliates located in other countries (but whose personal data is subject to the GDPR), for which Customer or Customer’s affiliates are responsible as provided under Art. 4 no 7 GDPR ("Customer Personal Data").

The Data Processing Agreement regulates the data protection obligations of the Parties when processing Customer Personal Data under the Agreement and will reasonably ensure such processing will only be rendered on behalf of and under the instructions of Customer and in accordance with the EU Standard Contractual Clauses for the Transfer of Personal Data to Third Countries (Module Two: Transfer controller to processor) pursuant to European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 ("SCC") and Art. 28 et seq. GDPR.

The Data Processing Agreement covers Customer Personal Data contained in the eligibility file provided by the Customer to Carrot. The Customer Personal Data contained in the eligibility file is processed by Carrot to verify whether a Customer's employee, director, agency worker, consultant or contractor ("Eligible Individual") is eligible to receive the Services from Carrot. The Data Processing Agreement is not applicable to personal data provided by an Eligible Individual to Carrot directly. Personal data provided by the Eligible Individual directly is covered by the contractual relationship between Carrot and the Eligible Individual. For personal data provided by the Eligible Individual, Carrot is responsible as provided under Art. 4 no 7 GDPR.

 

1.              DEFINITIONS AND INTERPRETATION

In addition to the definitions in Clause 1 and 4(a) SCC, the following definitions shall apply:

1.1           "Applicable Law" means all laws, rules and regulations applicable to either party’s performance under the Data Processing Agreement, including but not limited to those applicable to the processing of personal data. This means, in particular, the GDPR and all national laws validly amending the applicable rules for the processing of personal data.

1.2           References to the GDPR shall, in relation to Customer Personal Data subject to either the privacy law in the United Kingdom or in Switzerland, refer to the respective applicable privacy law in the United Kingdom or Switzerland.

2.              AMENDMENT OF AGREEMENT

2.1           The Data Processing Agreement amends the Agreement with respect to any processing of Customer Personal Data provided by Customer or Customer’s affiliates specified in Section 2 of Exhibit A (each listed affiliate is hereinafter referred to as: "Customer Affiliate") as amended from time to time by written agreement between both Parties, whereas Customer shall provide all the information necessary to complete Section 2 of Exhibit A.

2.2           For purposes of the Data Processing Agreement, Customer and Carrot agree that Customer, respectively the Customer Affiliate, is the controller of Customer Personal Data and Carrot is the processor of such data. Both Parties shall provide the necessary information in order to complete Section 1 of Exhibit A.

3.              DATA PROCESSING, STANDARD CONTRACTUAL CLAUSES AND CONCLUSION

3.1           Any processing operation as described in Section 5 and Exhibit B shall be subject to the Data Processing Agreement which include the SCC in Exhibit G.

3.2           Sections 1 through 15 of the Data Processing Agreement is meant to supplement the SCC, in particular, by way of providing guidance for their practical implementation and are not intended to contradict, directly or indirectly, any clauses of the SCC. In the event of any conflict between the SCC, the Agreement or the Data Processing Agreement, the order of prevalence between the terms included therein shall be as follows (in accordance with Clause 5 SCC):

(1) SCC in Exhibit G,

(2) the terms in Exhibit A through Exhibit D of the Data Processing Agreement which are meant to fill in the required information for the SCC and, in particular, its Appendix,

(3) the remaining provisions of the Data Processing Agreement including Exhibit E and Exhibit F, and

(4) Agreement and other contractual documents.

3.3           The Parties agree that with the conclusion of the Data Processing Agreement, the SCC including their Appendix in Exhibit G shall, by default, also be concluded between Carrot as data importer (as defined in the SCC) and Customer as well as each Customer Affiliate in accordance with Section 3.4 respectively as data exporter (as defined in the SCC) in relation to the personal data provided by Customer or such Customer Affiliate or both.

3.4           Binding effect of the Data Processing Agreement

3.4.4       Customer warrants that it is duly authorized to conclude this Data Processing Agreement including the SCC with Carrot for and on behalf of all the Customer Affiliates that are, directly or indirectly, bound by the Agreement. Customer binds Customer Affiliates by signing the Data Processing Agreement.

3.4.5       As a result of Customer signing the Processing Agreement for and on behalf of a Customer Affiliate or a Customer Affiliate co-signing in Section 2 of Exhibit A itself, each Customer Affiliate will have the same rights and obligations as referred to Customer in the Data Processing Agreement or data exporter in the SCC in its Exhibit G with the exception of this Section 3.4.

3.4.6       Depending on the terms of the Agreement, additional Customer Affiliates may be added to enjoy the Services, if so, such Customer Affiliates may also, by default, accede to the Data Processing Agreement including the SCC in its Exhibit G with the same effect as outlined in the previous paragraphs, whereas Customer warrants to be duly authorized to make them accede. As an alternative, Customer Affiliate can accede by co-signing in Section 2 of Exhibit A itself.

3.5           Customer warrants that such Customer Affiliates, irrespective whether they join initially or accede later on, or Customer on their behalf will complete the relevant parts of Section 2 of Exhibit A and provide such information to Carrot.

3.6           With respect to Clause 13(a) SCC,

(i) paragraph 1 shall apply where the data exporter is established in an EU Member State;

(ii) paragraph 2 shall apply where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of GDPR in accordance with Art. 3(2) GDPR and has appointed a representative pursuant to Art. 27(1) GDPR;

(iii) paragraph 2 shall apply where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of GDPR in accordance with its Art. 3(2) GDPR without however having to appoint a representative pursuant to Art. 27(2) GDPR.

4.              SAFEGUARDS AND SUPPORT FOR INTERNATIONAL DATA TRANSFERS

Carrot undertakes to provide reasonable support to Customer to ensure compliance with the requirements imposed on the transfer of personal data to third countries with respect to data subjects located in the EEA, UK and Switzerland. In accordance with Clause 14(c) of the SCC and without prejudice to the content of that Clause, Carrot will do so, in particular, by providing information to Customer which is reasonably necessary for Customer to complete a transfer impact assessment ("TIA"). Customer warrants that it will have successfully completed an appropriate TIA prior to any processing under the Data Processing Agreement. Clause 14 SCC shall remain unaffected by this Section 4.

5.              DETAILS OF DATA PROCESSING

The details of data processing (such as subject matter, nature and purpose of the processing, categories of personal data and data subjects), as also referenced in Annex I, A., B., C. of the Appendix of the SCC in Exhibit G, are described by the Parties in the Agreement and in Exhibits A through D.

6.              CARROT’S OBLIGATIONS

6.1           Carrot’s obligations are stipulated in the SCC, whereas these obligations shall be specified in accordance with Clause 2(a) s 2 of the SCC as follows, without prejudice to the obligations set out in the SCC:

6.2           Carrot is permitted to anonymize Customer Personal Data and use such anonymized data for own research and development purposes.

6.3           Technical and Organizational Data Security Measures

6.3.4       In accordance with Clause 8.6(a) SCC and Art. 32 GDPR, prior to the commencement of the processing, the Parties will describe the technical and organizational measures in Annex II of the Appendix of the SCC in Exhibit G.

6.3.5       Without prejudice to Clause 8.6(a) SCC, if Carrot significantly modifies measures specified in Annex II of the Appendix of the SCC in Exhibit G, such modifications have to meet the obligations pursuant to Clause 8.6(a) SCC. Carrot shall make available to Customer a description of such modified measures which enables Customer to assess compliance with Art. 32 GDPR and Clause 8.6(a) SCC. Unless Customer explicitly rejects the modified measures within 30 day from receipt, the modified measures shall be deemed as accepted by Customer and Customer Affiliates, whereas Customer is duly authorized to accept on their behalf. Customer and Customer Affiliates shall not reject any modification that meets the requirements pursuant to Art. 32 GDPR as well as Clause 8.6(a) SCC.

6.4           Documentation and Audit Rights

6.4.1       In order to comply with its obligation to make available all information to demonstrate compliance in accordance Clauses 8.9(c) SCC, without prejudice to the content of these Clauses, Carrot shall, upon request and subject to an appropriate non-disclosure agreement, provide to Customer available documentation of the technical and organizational data security measures. The effectiveness of Carrot’s technical and organizational security measures may be audited by an independent third-party on an annual basis, in an SSAE16 SOC 2 Type II audit or equivalent. In addition, Carrot may, in its discretion, provide data protection compliance certifications issued by a commonly accepted certification issuer which has been audited by a data security expert, by a publicly certified auditing company or by another customer of Carrot.

6.4.2       Carrot will allow for and contribute to audits in accordance with Clause 8.9(c) SCC, without prejudice to the content of this Clause, if Customer has justifiable reason to believe that Carrot is not complying with the Data Processing Agreement and, in particular, with the obligation to implement and maintain the agreed technical and organizational data security measures once per year (unless there are specific indications that require a more frequent inspection). Customer agrees to be subject to an appropriate non-disclosure agreement when performing the audit. In deciding on a review or audit, Customer may take into account relevant certifications held by Carrot (the corresponding Clause 8.9(c) s 2 SCC shall remain unaffected). The costs associated with such audits or for providing additional information shall be borne by Customer unless such audit reveals Carrot’s material breach with the Data Processing Agreement.

6.4.3       In accordance with Clause 8.9(c) and (d) SCC and without prejudice to the content of these Clauses, the aforementioned audit right can be exercised by

(i) requesting additional information,

(ii) accessing the databases which process Customer Personal Data, or

(iii) by inspecting Carrot's working premises,

whereby in each case no access to personal data of other customers or Carrot’s confidential information will be granted.

6.4.4       If Customer intends to conduct an audit at Carrot’s premises or physical facilities, Carrot will allow for such audits in accordance Clause 8.9(d) s 2 SCC, without prejudice to the content of this Clause, whereas Customer shall, where appropriate, give reasonable notice to Carrot and agree with Carrot on the time and duration of the audit while inspections shall be made during regular business hours and in such a way that business operations are not disturbed. At least one employee of Carrot may accompany the auditors at any time. Carrot may memorialize the results of the audit in writing which shall be confirmed by Customer.

6.4.5       In accordance with Clause 8.9(d) s 1 SCC and without prejudice to the content of this Clause, Customer may also engage third party auditors to perform the audit in accordance with Sections 6.3.2, 6.3.3 and 6.3.4 on its behalf. Customer may not appoint a third party as auditor who

(i) Carrot reasonably considers to be in a competitive relationship to Carrot, or

(ii) is not sufficiently qualified to conduct such an audit, or

(iii) is not independent (the corresponding Clause 8.9(d) s 1 SCC shall remain unaffected).

Any such third-party auditor shall only be engaged if the auditor is bound by an appropriate non-disclosure agreement in favor of Carrot prior to conducting any audit or is bound by statutory confidentiality obligations.

6.4.6       Carrot audits its sub-processors on a regular basis and will upon Customer’s request confirm their compliance with data protection law and the obligations set upon the Sub-processors according to the data processing agreement concluded with them. Only in the case of justified reasons, Customer shall issue instructions to Carrot to conduct further audits that Carrot will conduct to the extent permitted.

6.5           Notification Duties

Without prejudice to Clauses 10(a) and 15.1(a) SCC, Carrot shall inform Customer without undue delay in text form (e.g., letter, fax or e-mail) of threats to Customer Personal Data in possession of Carrot by garnishment, confiscation, insolvency and settlement proceedings or other similar incidents or measures by third parties. In such case, Carrot shall immediately inform the respective responsible person/entity that Customer holds the sovereignty and ownership of the personal data.

6.6           In the case that claims based on Art. 82 GDPR are raised against Customer, Carrot shall reasonably support Customer with its defense to the extent the claim arises in connection with the processing of personal data by Carrot in connection with performing the Services to Customer.

7.              CUSTOMER’S OBLIGATIONS

Customer’s obligations shall be as stipulated in the SCC, whereas these obligations shall be specified in accordance with Clause 2(a) s 2 of the SCC as follows, without prejudice to the obligations set out in the SCC:

7.1           Customer shall provide all instructions pursuant to the Data Processing Agreement to Carrot in written, electronic or verbal form (the corresponding Clause 8.1(a) SCC shall remain unaffected). Verbal instructions shall be confirmed immediately in written form thereafter.

Instructions shall initially be specified in the Agreement and may, from time to time thereafter, be amended, supplemented or replaced by Customer for itself and on behalf of Customer Affiliates by separate written or text form instructions, provided that such instructions still fall within the scope of the Services. Customer warrants that it is duly authorized to amend, supplement or replace instructions on behalf of Customer Affiliates.

7.2           Customer shall notify Carrot in writing of the names of the persons who are entitled to issue instructions to Carrot on its and on Customer Affiliates’ behalf. In any event, the managing directors and personnel/human resource management of Customer are entitled to issue instructions.

7.3           Customer shall inform Carrot immediately if processing by Carrot might lead to a violation of data protection laws and regulations.

7.4           In the case that claims based on Art. 82 GDPR are raised against Carrot, Customer shall reasonably support Carrot with its defense to the extent the claim arises in connection with the processing of personal data by Carrot in connection with performing the Services to Customer.

7.5           Customer shall name a person responsible for dealing with questions relating to applicable data protection law and data security in the context of performing the Data Processing Agreement under Section 1 of Exhibit A.

8.              SUBPROCESSING

8.1           In accordance with Clause 9(a) SCC option 2, and without prejudice to the content of this Clause, Carrot has Customer’s and Customer Affiliates’ general authorization for the engagement of sub-processor(s) from an agreed list. Customer herewith agrees also on behalf of its Customer Affiliates to the sub-processors as set out in Exhibit C.

8.2           In order to fulfil its obligation under Clause 9(a) option 2 SCC and without prejudice to the content of this Clause, Carrot may provide a website or provide another written notice that lists all sub-processors to access personal data of its Customer as well as the limited or ancillary services they perform. In accordance with Clause 9(a) option 2 s 2 SCC and without prejudice to the content of this Clause, Carrot shall not authorize any new sub-processor except where Carrot has provided Customer with at least two (2) weeks’ prior notice by electronic means or via email and the opportunity to object to such sub-processor in accordance with the aforementioned Clause to access personal data.

8.3           In the case that Customer objects to the sub-processing, Carrot will, at its discretion, use reasonable endeavors to make available to the Customer a change in the Services, or will recommend a commercially reasonable change to the Services to prevent the applicable sub-processor from processing the Customer Personal Data. If Carrot determines, at its discretion, that such a change is not viable, Carrot can choose to

(i) either not engage the sub-processor, or

(ii) to terminate the Agreement or any related service agreement with two (2) months prior written notice.

Until the termination of the Agreement or any related service agreement, Carrot may suspend the portion of the Services which is affected by the objection of Customer. Customer shall not be entitled to a pro-rata refund of the remuneration for the Services, unless the objection is based on justified reasons of non-compliance with applicable data protection law.

8.4           In accordance with Clause 9(b) SCC and without prejudice to the content of this Clause, any sub-processor is obliged before initiating the processing, to commit itself by way of written contract to comply with, in substance, the same data protection obligations as the ones under the Data Processing Agreement.

8.5           Where a sub-processor refuses to be bound by the same data protection obligations as the ones under the Data Processing Agreement, Customer may consent to such other terms whereby such consent shall not be unreasonably withheld if, upon request of the Customer, Carrot can demonstrate sub-processor’s compliance with the Applicable Law.

9.              AUTHORITY OF CUSTOMER TO ACT AND RECEIVE FOR AND ON BEHALF OF CUSTOMER AFFILIATES

Customer warrants that it is duly authorized to make any decisions and notifications to Carrot as well as to receive any notification and information (including but not limited to those under Sections 6.2.2, 6.4, 8.2, 13 of the Data Processing Agreement as well as Clauses 8.6(c), 9(d), 10(a), 14(e), 15.1(a) and (c), 15.2(b) and 16(a) SCC) under the Data Processing Agreement including the SCC in Exhibit G. Customer’s receipt of any notification or information, by default, constitutes receipt of Customer Affiliates. This Section shall be without prejudice to the content of the SCC including but not limited to the aforementioned Clauses.

10.           LIABILITY

In clarification of Clause 12 SCC and without prejudice to the content of this Clause, as regards the internal liability and without any effect as regards the external liability towards data subjects, the Parties agree that notwithstanding anything contained hereunder, when providing the Services, Carrot’s liability for breach of any terms and conditions under the Data Processing Agreement shall be subject to the liability clause agreed in the Agreement. Further, no Customer Affiliate shall become beneficiary of the Data Processing Agreement without being bound by the Data Processing Agreement and without accepting this liability clause.

11.           COSTS FOR ADDITIONAL SERVICES

If Customer’s instructions lead to a change from or increase of the agreed Services or in the case of Carrot’s compliance with its obligations to assist Customer with Customer’s own statutory obligations, Carrot is entitled to charge reasonable fees for such tasks which are based on the prices agreed for rendering the Services or notified to Customer in advance. This shall be without prejudice to the obligations of Carrot under the aforementioned Clauses of the SCC.

12.           CONTRACT PERIOD

The duration of the Data Processing Agreement depends on the duration of the Agreement. It commences and terminates with the provision of the Services under the Agreement, unless otherwise stipulated in the provisions of the Data Processing Agreement.

13.           MODIFICATIONS

The Parties may modify or supplement the Data Processing Agreement, with notice to the other Party,

(i) if required to do so by a supervisory authority or other government or regulatory entity,

(ii) if necessary to comply with Applicable Law,

(iii) to implement amended standard contractual clauses laid down by the European Commission, or

(iv) to adhere to a code of conduct or certification mechanism approved or certified pursuant to Art. 40, 42 and 43 of the GDPR.

Customer shall notify Carrot if it does not agree to a modification, in which case Carrot may terminate the Data Processing Agreement and the Agreement with two (2) weeks' prior written notice, whereby in the case of an objection not based on non-compliance of the modifications with applicable data protection law, Carrot shall remain entitled to claim its agreed remuneration until the term end.

14.           WRITTEN FORM

Any side agreements to the Data Processing Agreement as well as changes and amendments of the Data Processing Agreement or the Services hereunder, including this Section 13, shall be in writing.

15.           CHOICE OF LAW AND PLACE OF JURISIDCTION

15.1         The Data Processing Agreement is governed by, and shall be interpreted in accordance with the law that is stipulate by the Parties in Section 15.2 in accordance with Clause 17 SCC in Exhibit G, whereas the place of jurisdiction shall be as stipulated by the Parties under Clause 18(b) SCC in Exhibit G.

15.2         Governing Law

15.2.1    With respect to Customer or Customer's Affiliates established in an EU Member State as data exporter, the Parties agree to choose Option Two with respect to Clause 17 of Module Two of the SCC and the Parties agree that this shall be the law of Federal Republic of Germany.

15.2.2    With respect to Customer or Customer's Affiliates not established in an EU Member State as data exporter, the Parties agree to choose Option One with respect to Clause 17 of Module Two of the SCC and the Parties agree that this shall be the law of Federal Republic of Germany.

16.           CUSTOMER PERSONAL DATA SUBJECT TO UK AND SWISS DATA PROTECTION LAWS

16.1         To the extent that the processing of Customer Personal Data is subject to UK data protection laws, the UK Addendum set out in Exhibit E shall apply and amend the Data Processing Agreement including its Exhibit G as stipulated therein.

16.2         To the extent that the processing of Customer Personal Data is subject to Swiss data protection laws, the Swiss Addendum set out in Exhibit F shall apply and shall amend the Data Processing Agreement including its Exhibit G as stipulated therein.

17.           MISCELLANEOUS

17.1         In the event a clause under the Agreement has been found to violate the GDPR or any other Applicable Law, the Parties will mutually agree on modifications to the Agreement to the extent necessary to comply with Applicable Law.


 

Exhibit A – Relevant Information on Carrot and Customer as well as, where applicable, Customer Affiliates

The SCC shall apply to Customer and Customer’s affiliates located in the EEA, UK, or Switzerland, or those affiliates located in other countries (but whose personal data is subject to the GDPR), for which Customer or Customer’s affiliates are responsible as provided under Art. 4 no 7 GDPR.

To the extent feasible, Customer and Customer affiliates shall be specified below.

1.              Relevant Information on Carrot / data importer and Customer / data exporter

Please provide the following information as to Carrot / data importer under the SCC in Exhibit G and Customer / data exporter under the SCC:

Contractual party

Carrot

Customer

Contact person’s name, position and contact details and, where applicable, of its data protection officer and/or representative in the EU

Joe Cvelbar, Director of Information Security and Privacy

dpo@get-carrot.com

[Information to be provided by Customer]

Activities relevant to the data transferred under these Clauses

Storage and processing the eligibility file to provide the Services under the Agreement to the Customer and to decide which employee is eligible to receive the Services.

Transferring the eligibility file to Carrot to enable Carrot to offer the Services to Customer's employees.

Identify the competent supervisory authority in accordance with Clause 13 of the SCC in Exhibit E

N/A

[The competent supervisory authority as defined by Customer.]

 

2.              Relevant Information of Customer Affiliates

Please complete the following list as to all Customer Affiliates, each in the role of a controller and data exporter under the SCC in Exhibit G, or state "None" if not applicable:

No

Name and address of Customer Affiliate

Contact person’s name, position and contact details and, where applicable, of its data protection officer and/or representative in the EU

Activities relevant to the data transferred under the SCC

Identify the competent supervisory authority in accordance with Clause 13 SCC in Exhibit E

Date of Signature1

and

Signature1

1

[Information to be provided by Customer]

[Information to be provided by Customer]

[Information to be provided by Customer]

[Information to be provided by Customer]

[Information to be provided by Customer]


 

Exhibit B – Specifications of the Processing

1.              Categories of data subjects

The categories of data subjects whose personal data are transferred:

      employees,

      directors,

      agency workers,

      consultants, and

      contractors of the Customer.

2.              Categories of personal data

The transferred categories of personal data are:

      Personal information:

o   Employee first name and last name,

o   Employee geography,

o   Employee ID,

o   Employee eligibility date,

      Contact details:

o   Employee company e-mail address.

3.              Special categories of personal data (if applicable)

The transferred personal data includes the following special categories of data:

      None.

The 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 specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures are:

      As stipulated in Exhibit D.

4.              Frequency of the transfer

The frequency of the transfer is:

      Customer transfers to Carrot the Customer Personal Data stored in the Eligibility File (as defined below) following execution of the Agreement.

      Customer Personal Data is transferred on a periodic basis to update the information if required.

5.              Subject matter of the processing

The subject matter of the processing is:

      Processing Customer Personal Data is required to be able to provide the Services to the Customer, more specifically, the Customer Personal Data is processed to determine which of the Customer's employee s are eligible to receive fertility benefits through Carrot.

6.              Nature of the processing

The nature of the processing is:

      Carrot receives from Customer a data set containing Customer Personal Data about all employees eligible to receive Carrot's fertility benefits ("Eligibility File").

      The Eligibility File is transferred to Carrot in the file format [ .csv through SFTP].

      The Eligibility File is stored in Carrot's systems and secured by technical and organizational measures as described in Exhibit D of the Data Processing Agreement.

      If Carrot receives a request from an employee of a potential customer, it compares the personal data provided by potential customer with the personal data contained in the current Eligibility File to decide whether the employee is eligible to receive the fertility benefits.

7.              Purpose(s) of the data transfer and further processing

The purpose/s of the data transfer and further processing is/are:

      Allow Carrot to decide whether a potential customer is an Eligible Individual.

8.              Duration

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

      The duration shall be as stipulated and referenced in Section 11 of the Data Processing Agreement.

9.              Sub-processor (if applicable)

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

      As stipulated in the second column to the right of the table set out in Exhibit C of the Data Processing Agreement or, where applicable, in a separate document which Carrot uses to inform / notify Customer in relation to utilized sub-processors.


Exhibit C – List of Sub-processors

Please complete the following list as to the sub-processors which are utilized by Carrot at the commencement of the processing, or declare "None" if not applicable:

No

Name and address of the sub-processor

Contact person’s name, position and contact details

Description of processing (including subject matter, nature and duration of the processing as well as a clear delimitation of responsibilities in case several sub-processors are authorized) (as referenced in Annex I B. and Annex III of the Appendix of the SCC)

Specific technical and organizational measures to be taken by the sub-processor to be able to provide assistance to Customer (as referenced in Annex II of the Appendix of the SCC)

1

Action Verb LLC,

7135 Bermuda Road
Las Vegas, NV 89119

United States

 

Joseph Buszka, COO & General Counsel

legal@files.com

Providing storage services relating to the transfer of member data to Carrot’s database in the United States

Sub-processor has created roles and responsibilities to respond to any data subject request, if any, including policies and processes. 

2

Google LLC,

1600 Amphitheatre Parkway

Mountain View, CA 94043

United States

Google Webform at https://support.google.com/cloud/contact/dpo

Internal business data storage in the United States

Sub-processor has created roles and responsibilities to respond to any data subject request, if any, including policies and processes. 

3

Microsoft Corp.,

One Microsoft Way

Redmond, WA 98052

United States

Microsoft webform https://aka.ms/privacyresponse

 

Providing data hosting services in the United States

Sub-processor has created roles and responsibilities to respond to any data subject request, if any, including policies and processes. 

4

Zendesk Inc.,

989 Market St

San Francisco, CA 94103

United States

Legal Department

legalnotice@zendesk.com

888-670-4887

Providing customer support and troubleshooting services in the United States

Sub-processor has created roles and responsibilities to respond to any data subject request, if any, including policies and processes


Exhibit D – Technical and Organizational Measures

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

1. Pseudonymization and Encryption, Art. 32 para 1 point a GDPR

Pseudonymization contains measures that enable one to process personal data in such a manner that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that this additional information is stored separately, and is subject to appropriate technical and organizational measures. Encryption contains measures that enable one to convert clearly legible information into an illegible string by means of a cryptographic process.

Stored data is encrypted where appropriate, including any backup copies of the data.

2. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, Art. 32 para 1 point b GDPR

Confidentiality and integrity are ensured by the secure processing of personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage.

2.1 Confidentiality

2.1.1 Physical access control

Measures that prevent unauthorized persons from gaining access to data processing systems with which personal data are processed or used.

Physical access control systems

Definition of authorizes persons and Management and documentation of individual authorizations

Regulation of Visitors and external staff

Monitoring of all facilities housing IT systems

Logging of physical access

2.1.2 System/Electronic access control

Measures that prevent data processing systems from being used without authorization.

User Authentication by simple authentication methods (using username/password)

Secure transmission of credentials using networks (using TSL and SSL)

Automatic account locking

Guidelines for Handling of passwords

Definition of authorized persons

Managing means of authentication

Access control to infrastructure that is hosted by cloud service provider

2.1.3 Internal Access Control

Measures that ensure that persons entitled to use a data processing system have access only to the data to which they have a right of access, and that personal data cannot be read, copied, modified or removed without authorization in the course of processing or use and after storage.

Automatic and manual locking

Access right management

Access right management including authorization concept, implementation of access restrictions, implementation of the "need-to-know" principle, managing of individual access rights.

2.1.4 Isolation/Separation Control

Measures to ensure that data collected for different purposes can be processed (storage, amendment, deletion, transmission) separately.

Network separation

Segregation of responsibilities and duties

Document procedures and applications for the separation

2.1.5 Job Control

Measures that ensure that, in the case of commissioned processing of personal data, the data are processed strictly corresponding the instructions of the principal.

Training and confidentiality agreements for internal staff and external staff

2.2. Integrity

2.2.1 Data transmission control

Measures ensure that personal data cannot be read, copied, modified or removed without authorization during electronic transmission or transport, and that it is possible to check and establish to which bodies the transfer of personal data by means of data transmission facilities is envisaged.

Secure transmission between client and server and to external systems by using industry-standard encryption

Secure network interconnections ensured by Firewalls etc.

Logging of transmissions of data from IT system that stores or processes personal data

2.2.2 Data input control

Measures that ensure that it is possible to check and establish whether and by whom personal data have been input into data processing systems, modified or removed.

Logging authentication and monitored logical system access

Logging of data access including, but not limited to access, modification, entry and deletion of data

Documentation of data entry rights and partially logging security related entries.

2.3 Availability and Resilience of Processing Systems and Services

Availability includes measures that ensure that personal data is protected from accidental destruction or loss due to internal or external influences. Resilience of processing systems and services includes measures that ensure the ability to withstand attacks or to quickly restore systems to working order after an attack.

Tape-media based backup solution

Implementation of transport policies

Backup Concept

Protection of stored backup media

3. The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident, Art. 32 para 1 point c GDPR

Organizational measures that ensure the possibility to quickly restore the system or data in the event of a physical or technical incident.

Continuity planning (Recovery Time Objective)

4. A process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing, Art. 32 para 1 point d GDPR

Organizational measures that ensure the regular review and assessment of technical and organizational measures.

Testing of emergency equipment

Documentation of interfaces and personal data fields

Internal assessments

5. Additional technical and organizational measures to comply with Art. 32 GDPR and international data transfer requirements

The following additional technical and organizational measures will be implemented:

Measures for certification/assurance of processes and products

Measures for ensuring data minimization

Measures for ensuring data quality

Measures for ensuring limited data retention

Measures for ensuring accountability

Measures for allowing data portability and ensuring erasure

6. Description of the specific technical and organizational measures to be taken by Carrot to assist with the fulfilment of data subject requests (Clause 10 (b) SCC)

In order to for the data importer / Carrot to assist the data exporter / Customer with fulfilling its obligations to respond to data subjects’ requests in accordance with Clause 10 (b) SCC, the Parties will set out the appropriate technical and organizational measures in the following, 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:

· Carrot has implemented written processes and procedures and assigned responsibility to respond to each type of Data Subject Access Request.

7. Technical and Organizational Security Measures in relation to special categories of data (where applicable) (Appendix, Annex I B. SCC; Exhibit B)

If special categories of personal are processed as outlined in Exhibit B of the Terms of Data Processing, the 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 are:

none, as now special categories of personal data are processed under the Data Processing Agreement.

8. For transfers to (sub-) processors, technical and organizational measures to be taken by the (sub-) processor to assist to the data exporter

For transfers to (sub-) processors, the technical and organizational measures to be taken by the (sub-) processor to be able to provide assistance to the data importer / Customer are:

As stipulated in the right column of the table set out in Exhibit C of the Terms of Data Processing or, where applicable, in a separate document which Carrot uses to notify Customer in relation to sub-processors.


Exhibit E – UK Addendum (in this Exhibit E also referred to as "Addendum")

As stipulated in Section 16.1 of this Data Processing Agreement, this UK Addendum shall apply to any processing of Customer Personal Data subject to the UK GDPR.

1. Interpretation of this Addendum

1.1 Where this Addendum uses terms that are defined in the Standard Contractual Clauses set out in Exhibit G to the Data Processing Agreement, those terms shall have the same meaning as in the Standard Contractual Clauses. In addition, the following terms have the following meanings:

This Addendum

This Addendum to the Clauses

Clauses

The Standard Contractual Clauses set out in the Exhibit G to this Data Processing Agreement

UK Data Protection Laws

All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.

UK GDPR

The United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

UK

The United Kingdom of Great Britain and Northern Ireland

1.2 This Addendum shall be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that if fulfils the intention for it to provide the appropriate safeguards as required by Article 46 GDPR.

1.3 This Addendum shall not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws.

1.4 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, reenacted or replaced after this Addendum has been entered into.

2. Hierarchy

In the event of a conflict or inconsistency between this Addendum and the provisions of the Clauses or other related agreements between the Parties, existing at the time this Addendum is agreed or entered into thereafter, the provisions which provide the most protection to data subjects shall prevail.

3. Incorporation of the Clauses

3.1 In relation to any processing of personal data subject to the UK GDPR, this Addendum amends the Data Processing Agreement including the Clauses in its Exhibit G to the extent necessary so they operate:

a. for 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 transfer; and

b. to provide appropriate safeguards for the transfers in accordance with Articles 46 of the UK GDPR Laws.

3.2 The amendments to the Data Processing Agreement including the Clauses in its Exhibit G as required by Section 3.1 above, include (without limitation):

a. References to the "Clauses" or the "SCC" means this Addendum as it amends the Clauses.

b. 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."

c. References to "Regulation (EU) 2016/679" or "that Regulation" or "GDPR" are replaced by "UK Data Protection Laws" and references to specific Article(s) of "Regulation (EU) 2016/679" or "GDPR" are replaced with the equivalent Article or Section of UK Data Protection Laws.

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

e. References to the "European Union", "Union", "EU" and "EU Member State" are all replaced with the "UK".

f. Clause 13(a) and Part C of Annex II are not used; the "competent supervisory authority" is the Information Commissioner;

g. Clause 17 is replaced to state:

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

h. Clause 18 is replaced to state:

"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."

i. The footnotes to the Clauses do not form part of the Addendum.

4. Amendments to this Addendum

The Parties may agree to change Clause 17 or 18 to refer to the laws or courts of Scotland or Northern Ireland.

Exhibit F – Swiss Addendum (in this Exhibit F also referred to as "Addendum")

As stipulated in Section 16.2 of the Data Processing Agreement, this Swiss Addendum shall apply to any processing of Customer Personal Data subject to Swiss data protection law or to Swiss data protection law and the GDPR.

1. Interpretation of this Addendum

1.1 Where this Addendum uses terms that are defined in the Standard Contractual Clauses set out in Exhibit G to this Data Processing Agreement, those terms shall have the same meaning as in the Standard Contractual Clauses. In addition, the following terms have the following meanings:

This Addendum

This Addendum to the Clauses

Clauses

The Standard Contractual Clauses set out in the Exhibit G to the Data Processing Agreement

Swiss Data Protection Laws

The Swiss Federal Act on Data Protection of 19 June 1992 and the Swiss Ordinance to the Swiss Federal Act on Data Protection of 14 June 1993, and any new or revised version of these laws that may enter into force from time to time.

1.2 This Addendum shall be read and interpreted in the light of the provisions of Swiss Data Protection Laws, and so that if fulfils the intention for it to provide the appropriate safeguards as required by Article 46 GDPR and/or Article 6(2)(a) of the Swiss Data Protection Laws, as the case may be.

1.3 This Addendum shall not be interpreted in a way that conflicts with rights and obligations provided for in Swiss Data Protection Laws.

1.4 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, reenacted and/or replaced after this Addendum has been entered into.

2. Hierarchy

In the event of a conflict or inconsistency between this Addendum and the provisions of the Clauses or other related agreements between the Parties, existing at the time this Addendum is agreed or entered into thereafter, the provisions which provide the most protection to data subjects shall prevail.

3. Incorporation of the Clauses

3.1 In relation to any processing of personal data subject to Swiss Data Protection Laws or to both Swiss Data Protection Laws and the GDPR, this Addendum amends the Data Processing Agreement including the Clauses in its Exhibit G to the extent necessary so they operate:

a. for transfers made by the data exporter to the data importer, to the extent that Swiss Data Protection Laws or Swiss Data Protection Laws and the GDPR apply to the data exporter’s processing when making that transfer; and

b. to provide appropriate safeguards for the transfers in accordance with Article 46 of the GDPR and/or Article 6(2)(a) of the Swiss Data Protection Laws, as the case may be.

3.2 To the extent that any processing of personal data is exclusively subject to Swiss Data Protection Laws, the amendments to the Data Processing Agreement including the Clauses in its Exhibit G as required by Section 3.1 above, include (without limitation):

a. References to the "Clauses" or the "SCC" means this Addendum as it amends the Clauses.

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

"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 those specified in Annex I.B where Swiss Data Protection Laws apply to the data exporter’s processing when making that transfer."

c. References to "Regulation (EU) 2016/679" or "that Regulation" or "“GDPR" are replaced by "Swiss Data Protection Laws" and references to specific Article(s) of "Regulation (EU) 2016/679" or "GDPR" are replaced with the equivalent Article or Section of Swiss Data Protection Laws extent applicable.

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

e. References to the "European Union", "Union", "EU" and "EU Member State" are all replaced with "Switzerland".

f. Clause 13(a) and Part C of Annex I are not used; the "competent supervisory authority" is the Federal Data Protection and Information Commissioner (the “FDPIC”) insofar as the transfers are governed by Swiss Data Protection Laws;

g. Clause 17 is replaced to state

"These Clauses are governed by the laws of Switzerland insofar as the transfers are governed by Swiss Data Protection Laws".

h. Clause 18 is replaced to state:

"Any dispute arising from these Clauses relating to Swiss Data Protection Laws shall be resolved by the courts of Switzerland. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of Switzerland in which he/she has his/her habitual residence. The Parties agree to submit themselves to the jurisdiction of such courts."

Until the entry into force of the revised Swiss Data Protection Laws, the Clauses shall also protect personal data of legal entities and legal entities shall receive the same protection under the Clause as natural persons.

3.3 To the extent that any processing of personal data is subject to both Swiss Data Protection Laws and the GDPR, the Data Processing Agreement including the Clauses in its Exhibit G will apply (i) as is and (ii) additionally, to the extent that a transfer is subject to Swiss Data Protection Laws, as amended by Sections 3.1 and 3.2 above, with the sole exception that Clause 17 shall not be replaced as stipulated under Section 3.2(g).

3.4 Customer warrants that it and/or Customer Affiliates have made any notifications to the FDPIC which are required under Swiss Data Protection Laws.

Exhibit G – Standard Contractual Clauses for International Data Transfers (Module 2: Transfer controller to processor)

Standard Contractual Clauses

Customer and each of the Customer Affiliates (as stipulated under 3.2 and 3.3 of this Data Processing Agreement) is hereinafter referred to as the "data exporter" with respect to the personal data provided by the respective data exporter.

Carrot is hereinafter referred to as the "data importer".

The data exporter(s) and the data importer, each a "party" and collectively "the parties" HAVE AGREED on the following SCC 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.

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) (1) for the transfer of personal 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.

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

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

(iv) Clause 12 – Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18 –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.

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 (4) (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

(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 2 weeks 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. (8) 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.

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 (4) (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

(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 2 weeks 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. (8) 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.

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 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 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 (12);

(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

(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:

(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 the Federal Republic 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 the Federal Republic 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.

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) or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer, category of transfers 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]

The Customer, whereas identity, contact details, role, and information on the contact person and activities relevant to the data transferred can be found in the beginning of the Data Processing Agreement or the Agreement and in Section 1 of its Exhibit A.

Additionally, where applicable, Customer Affiliates as stipulated in Sections 3.2 and 3.3 of the Data Processing Agreement.

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

Carrot, whereas identity, contact details, role, and information on the contact person and activities relevant to the data transferred can be found in the beginning of the Data Processing Agreement or Agreement, and in Section 1 in its Exhibit A.


B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

As stipulated in Exhibit B of the Data Processing Agreement.

Categories of personal data transferred

As stipulated in Exhibit B of the Data Processing Agreement.

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 specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

As referenced in Exhibit B of the Data Processing Agreement.

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

As stipulated in Exhibit B of the Data Processing Agreement.

Nature of the processing

As stipulated in Exhibit B of the Data Processing Agreement

Purpose(s) of the data transfer and further processing

As stipulated in Exhibit B of the Data Processing Agreement.

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

As stipulated in Exhibit B of the Data Processing Agreement.

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

As stipulated in Exhibit C of the of Data Processing Agreement.

C. COMPETENT SUPERVISORY AUTHORITY

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

As respectively stipulated in Exhibit A of the Terms of Data Processing.

Where this is not stipulated in Exhibit A as attached to this Data Processing Agreement or in separate document, the following shall apply:

Each supervisory authority of the EU and EEA is competent for the performance of the tasks assigned to and the exercise of the powers on the territory of its own member state. A list of the supervisory authorities across the European Union and EEA can be found under the following link:

https://edpb.europa.eu/about-edpb/about-edpb/members_en

As to Germany, the supervisory authority mentioned under the aforementioned link called "Der Bundesbeauftragte für den Datenschutz und die Informationsfreiheit" is responsible for supervising public authorities of the federal government, public-sector companies, insofar as they participate in the competition, and companies which process data from natural and legal persons in order to commercially provide telecommunication services while the responsibility for supervision does not already come from Section 115 para 4 of the Telecommunication Act ("Telekommunikationsgesetzes"). Additionally, there is also a supervisory authority in each federal state ("Bundesland") in Germany which is responsible for private entities established in its respective federal state. Please find a list of these German supervisory authorities under the following link:

https://www.bfdi.bund.de/DE/Service/Anschriften/Laender/Laender-node.html;jsessionid=1D7E492F9E963C3ADC18161A232AADBD.intranet241

Where the data exporter is established in an EU Member State: The competent supervisory authority is the one at the establishment of the data exporter.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of the GDPR in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of the GDPR: The competent supervisory authority is the one of the Member State in which the representative is established.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of the GDPR in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of the GDPR: The competent supervisory authority is 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 behavior is monitored, are located.


ANNEX II

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

This Annex II forms part of the Clauses and must be completed by the parties.

As stipulated in Exhibit D of the Data Processing Agreement

ANNEX III LIST OF SUB-PROCESSORS

EXPLANATORY NOTE:

This Annex must be completed, in case of the specific authorization of sub-processors (Clause 9(a), Option 1).

The controller has authorized the use of the following sub-processors:

Not applicable as Option 2 of Clause 9(a) shall apply.

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