Data processing agreement
PARTIES
User, on behalf of itself, its Affiliates, and its current and future affiliated offices (the "User") and Relevize, Inc. a Delaware corporation with an office at 55 Court Street, Boston, MA 02108 (the "Processor") (each a "Party" and collectively the "Parties").
BACKGROUND
(A) The Processor offers a technology platform to assist User in generating leads (the "Services") in accordance with the Terms of Service agreed to by the Parties (the "Agreement"). This Data Processing Addendum (the "DPA") forms part of the Agreement.
(B) To the extent that the Processor processes any personal data as a processor (as defined below) on behalf of the User (or, where applicable, the User Affiliate) in connection with the provision of the Services, where that personal data falls within the scope of the GDPR, the Parties have agreed that it shall do so on the terms of this DPA.
(C) To the extent that the Processor processes any personal information as a service provider (as defined below) on behalf of the User (or, where applicable, the User Affiliate) in connection with the provision of the Services, where that personal information falls within the scope of the CCPA, the Parties have agreed that it shall do so in accordance with the terms set out under Clause 3 of this DPA.
1. DEFINITIONS
1.1 Terms defined in the Agreement shall, unless otherwise defined in this DPA, have the same meanings when used in this DPA and the following capitalised terms used in this DPA shall be defined as follows:
"Adequate Jurisdiction" means the UK, EEA, or a country which ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data, as set out in:
(a) with respect to personal data relating to data subjects in the EEA, a decision of the European Commission; and
(b) with respect to personal data relating to data subjects in the UK, the UK Data Protection Act 2018 or regulations made by the UK Secretary of State under the UK Data Protection Act 2018;
"CCPA" means the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq., including any amendments and any implementing regulations thereto that become effective on or after the effective date of this DPA;
“CCPA Consumer” means a “consumer” as such term is defined in the CCPA;
"CCPA Personal Information" means the “personal information” (as defined in the CCPA) that the Processor Processes on behalf of the User and/or the User’s Affiliates in connection with the Processor’s provision of the Services;
"Data Processing Services" means the Processing of CCPA Personal Information for any purpose permitted by the CCPA, such as for a permitted "business purpose," as such term is defined in the CCPA, or for any other purpose expressly permitted by the CCPA;
"EEA" means the European Economic Area;
"GDPR" means Regulation (EU) 2016/679 (the "EU GDPR") or, where applicable, the "UK GDPR" as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the UK European Union (Withdrawal) Act 2018;
“GDPR Personal Data” means the "personal data" (as defined in the GDPR) that the Processor Processes on behalf of the User and/or the User’s Affiliates in connection with the Processor’s provision of the Services;
"Member State" means a member state of the EEA, being a member state of the European Union, Iceland, Norway, or Liechtenstein;
"Objection" has the meaning given in clause 7.3;
“Sell” and “Sale” have the meaning given in the CCPA;
"Standard Contractual Clauses" means Module Two (controller to processor) of the Standard Contractual Clauses annexed to Commission Implementing Decision (EU) 2021/914;
"Sub-processor" means a processor appointed by the Processor to process User Personal Data;
"User Affiliate" means a subsidiary of the User or a holding company of the User or any other subsidiary of that holding company;
"User Personal Data" means the CCPA Personal Information and the GDPR Personal Data, as further described in Schedule 1; and
"UK Data Protection Laws" has the meaning given in clause 4.3(a).
1.2 The terms "personal data", "controller", "processor", "data subject", "process", "personal data breach" and "supervisory authority" shall have the same meaning as set out in the GDPR.
1.3 The terms “consumer,” “personal information,” and “service provider” shall have the same meaning as set out in the CCPA.
1.4 The terms "Agreement", "Services" and "DPA" have the meanings given to them in the Background.
2. INTERACTION WITH THE AGREEMENT
2.1 This DPA supplements the Agreement with respect to any processing of User Personal Data by the Processor on behalf of the User and any User Affiliate that agrees to this DPA and either:
(a) is party to the Agreement; or
(b) submits to the Processor an executed copy of this DPA.
2.2 The User warrants that, with respect to the User Affiliates, it is duly authorised to enter into this DPA for and on behalf of any such User Affiliates, and that, upon executing this DPA or a written amendment to its User Affiliates, each User Affiliate shall be bound by the terms of this DPA as if they were the User.
2.3 The User warrants that it is duly mandated by any User Affiliates on whose behalf the Processor processes User Personal Data in accordance with this DPA to:
(a) enforce the terms of this DPA on behalf of the User Affiliates, and to act on behalf of the User Affiliates in the administration and conduct of any claims arising in connection with this DPA; and
(b) receive and respond to any notices or communications under this DPA on behalf of the User Affiliates.
2.4 The Parties agree that any notice or communication sent by the Processor to the User shall satisfy any obligation to send such notice or communication to a User Affiliate.
2.5 Without prejudice to the generality of clause 5 of the Standard Contractual Clauses, in the event of any conflict between the Agreement, this DPA and the Standard Contractual Clauses, the following order of precedence shall apply:
(a) The Standard Contractual Clauses (or, with respect to transfers of User Personal Data subject to the UK GDPR, the Standard Contractual Clauses as amended by clause 4.3).
(b) The main body of this DPA.
(c) The Agreement.
3. CALIFORNIA CONSUMER PRIVACY ACT
3.1 If the User or User Affiliates provide to the Processor any User Personal Data that is CCPA Personal Information, then the Processor will:
(a) Act as a “service provider” as that term is defined in the CCPA with regard to such personal information;
(b) Retain, use and disclose such personal information solely for the purpose of performing the Services or as otherwise permitted under the CCPA; including account information (email address, name, and password), identifiers (IP addresses, unique device identifiers, etc.), and cookies;
(c) Not sell User Personal Data to another business or third party. Notwithstanding the foregoing, disclosures to a third party in the context of a merger, acquisition, bankruptcy, or other transaction shall be permitted in accordance with the terms of the DPA; and
(d) Provide reasonable assistance to the User in responding to requests pursuant to the CCPA from consumers with regard to their personal information.
3.2 Processor certifies that it understands the foregoing obligations and shall comply with them for as long as Processor Processes User Personal Data.
4. STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliancewith the requirements of Regulation (EU) 2016/679 of the European Parliamentand of the Council of 27 April 2016 on the protection of natural persons withregard 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 otherbody/ies (hereinafter “entity/ies”) transferring the personal data, as listedin Annex I.A. (hereinafter each “data exporter”), and
(ii) the entity/ies in a third country receiving the personal data from thedata exporter, directly or indirectly via another entity also Party to theseClauses, 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 asspecified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to thereinforms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable datasubject rights and effective legal remedies, pursuant to Article 46(1) andArticle 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to datatransfers 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 appropriateModule(s) or to add or update information in the Appendix. This does notprevent the Parties from including the standardcontractual clauses laid down in these Clauses in a wider contract and/or toadd other clauses or additional safeguards, provided that they do notcontradict, directly or indirectly, these Clauses or prejudice the fundamentalrights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the dataexporter 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-partybeneficiaries, against the data exporter and/or data importer, with thefollowing exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two:Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and(d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b)and Clause 8.3(b);
(iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause9(a), (c), (d) and (e);
(iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three:Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four:Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects underRegulation (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 provisionsof Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rightsand obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and theprovisions of related agreements between the Parties, existing at the timethese Clauses are agreed or entered into thereafter, these Clauses shallprevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular thecategories of personal data that are transferred and the purpose(s) for whichthey are transferred, are specified in Annex I.B.
Clause 7
Docking clause
(a) An entity that is not a Party to these Clauses may, with the agreement ofthe Parties, accede to these Clauses at any time, either as a data exporter oras a data importer, by completing the Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the accedingentity shall become a Party to these Clauses and have the rights andobligations of a data exporter or data importer in accordance with itsdesignation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising underthese Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonableefforts to determine that the data importer is able, through the implementationof appropriate technical and organisational measures, to satisfy itsobligations under these Clauses.
MODULE TWO: Transfer controller to processor
8.1 Instructions
(a) The data importer shall process the personal data only on documentedinstructions from the data exporter. The data exporter may give suchinstructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it isunable to follow those instructions.
8.2 Purposelimitation
The data importer shall process the personal data only forthe specific purpose(s) of the transfer, as set out in Annex I.B, unless onfurther instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of theseClauses, including the Appendix as completed by the Parties, available to thedata subject free of charge. To the extent necessary to protect businesssecrets or other confidential information, including the measures described inAnnex II and personal data, the data exporter may redact part of the text ofthe Appendix to these Clauses prior to sharing a copy, but shall provide ameaningful summary where the data subject would otherwise not be able to understandthe its content or exercise his/her rights. On request, the Parties shallprovide the data subject with the reasons for the redactions, to the extentpossible without revealing the redacted information. This Clause is withoutprejudice to the obligations of the data exporter under Articles 13 and 14 ofRegulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data ithas received is inaccurate, or has become outdated, it shall inform the dataexporter without undue delay. In this case, the data importer shall cooperatewith the data exporter to erase or rectify the data.
8.5 Duration ofprocessing and erasure or return of data
Processing by the data importer shall only take place for theduration specified in Annex I.B. After the end of the provision of theprocessing services, the data importer shall, at the choice of the dataexporter, delete all personal data processed on behalf of the data exporter andcertify to the data exporter that it has done so, or return to the dataexporter all personal data processed on its behalf and delete existing copies.Until the data is deleted or returned, the data importer shall continue to ensurecompliance with these Clauses. In case of local laws applicable to the dataimporter that prohibit return or deletion of the personal data, the dataimporter warrants that it will continue to ensure compliance with these Clausesand will only process it to the extent and for as long as required under thatlocal law. This is without prejudice to Clause 14, in particular therequirement for the data importer under Clause 14(e) to notify the dataexporter throughout the duration of the contract if it has reason to believethat it is or has become subject to laws or practices not in line with therequirements under Clause 14(a).
8.6 Security ofprocessing
(a) The data importer and, during transmission, also the data exporter shallimplement appropriate technical and organisational measures to ensure thesecurity of the data, including protection against a breach of security leadingto accidental or unlawful destruction, loss, alteration, unauthoriseddisclosure or access to that data (hereinafter “personal data breach”). Inassessing the appropriate level of security, the Parties shall take due accountof the state of the art, the costs of implementation, the nature, scope,context and purpose(s) of processing and the risks involved in the processingfor the data subjects. The Parties shall in particular consider having recourseto encryption or pseudonymisation, including during transmission, where thepurpose of processing can be fulfilled in that manner. In case ofpseudonymisation, the additional information for attributing the personal datato a specific data subject shall, where possible, remain under the exclusivecontrol of the data exporter. In complying with its obligations under thisparagraph, the data importer shall at least implement the technical andorganisational measures specified in Annex II. The data importer shall carryout regular checks to ensure that these measures continue to provide an appropriatelevel of security.
(b) The data importer shall grant access to the personal data to members ofits personnel only to the extent strictly necessary for the implementation,management and monitoring of the contract. It shall ensure that personsauthorised to process the personal data have committed themselves toconfidentiality or are under an appropriate statutory obligation ofconfidentiality.
(c) In the event of a personal data breach concerning personal data processedby the data importer under these Clauses, the data importer shall takeappropriate measures to address the breach, including measures to mitigate itsadverse effects. The data importer shall also notify the data exporter withoutundue delay after having become aware of the breach. Such notification shallcontain 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 recordsconcerned), its likely consequences and the measures taken or proposed toaddress the breach including, where appropriate, measures to mitigate itspossible adverse effects. Where, and in so far as, it is not possible toprovide all information at the same time, the initial notification shallcontain the information then available and further information shall, as itbecomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter toenable the data exporter to comply with its obligations under Regulation (EU)2016/679, in particular to notify the competent supervisory authority and theaffected data subjects, taking into account the nature of processing and theinformation available to the data importer.
8.7 Sensitivedata
Where the transfer involves personal data revealing racial orethnic origin, political opinions, religious or philosophical beliefs, or tradeunion membership, genetic data, or biometric data for the purpose of uniquelyidentifying a natural person, data concerning health or a person’s sex life orsexual orientation, or data relating to criminal convictions and offences(hereinafter “sensitive data”), the data importer shall apply the specificrestrictions and/or additional safeguards described in Annex I.B.
8.8 Onwardtransfers
The dataimporter shall only disclose the personal data to a third party on documentedinstructions from the data exporter. In addition, the data may only bedisclosed to a third party located outside the European Union[2](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 bythese Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decisionpursuant to Article 45 of Regulation (EU) 2016/679 that covers the onwardtransfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant toArticles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing inquestion;
(iii) the onward transfer is necessary for the establishment, exercise ordefence of legal claims in the context of specific administrative, regulatoryor judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interestsof the data subject or of another natural person.
Any onward transfer is subject to compliance by the dataimporter with all the other safeguards under these Clauses, in particularpurpose limitation.
8.9 Documentationand compliance
(a) The data importer shall promptly and adequately deal with enquiries fromthe data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. Inparticular, the data importer shall keep appropriate documentation on theprocessing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter allinformation necessary to demonstrate compliance with the obligations set out inthese Clauses and at the data exporter’s request, allow for and contribute toaudits of the processing activities covered by these Clauses, at reasonableintervals or if there are indications of non-compliance. In deciding on areview or audit, the data exporter may take into account relevantcertifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate anindependent auditor. Audits may include inspections at the premises or physicalfacilities of the data importer and shall, where appropriate, be carried outwith 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 competentsupervisory authority on request.
Clause 9
Use of sub-processors
MODULE TWO: Transfer controller to processor
(a) The data importer has the data exporter’s general authorisation for theengagement of sub-processor(s) from an agreed list. The data importer shallspecifically inform the data exporter in writing of any intended changes tothat list through the addition or replacement of sub-processors at least 30days in advance, thereby giving the data exporter sufficient time to be able toobject to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with theinformation necessary to enable the data exporter to exercise its right toobject.
(b) Where the data importer engages a sub-processor to carry out specificprocessing activities (on behalf of the data exporter), it shall do so by wayof a written contract that provides for, in substance, the same data protectionobligations as those binding the data importer under these Clauses, includingin terms of third-party beneficiary rights for data subjects.[3] TheParties agree that, by complying with this Clause, the data importer fulfilsits obligations under Clause 8.8. The data importer shall ensure that thesub-processor complies with the obligations to which the data importer issubject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy ofsuch a sub-processor agreement and any subsequent amendments to the dataexporter. To the extent necessary to protect business secrets or otherconfidential information, including personal data, the data importer may redactthe text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter forthe performance of the sub-processor’s obligations under its contract with thedata importer. The data importer shall notify the data exporter of any failureby the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with thesub-processor whereby - in the event the data importer has factuallydisappeared, ceased to exist in law or has become insolvent - the data exportershall have the right to terminate the sub-processor contract and to instructthe sub-processor to erase or return the personal data.
Clause 10
Data subject rights
MODULE TWO: Transfer controller to processor
(a) The data importer shall promptly notify the data exporter of any requestit has received from a data subject. It shall not respond to that requestitself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling itsobligations to respond to data subjects’ requests for the exercise of theirrights under Regulation (EU) 2016/679. In this regard, the Parties shall setout in Annex II the appropriate technical and organisational measures, takinginto account the nature of the processing, by which the assistance shall beprovided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the dataimporter shall comply with the instructions from the data exporter.
MODULE TWO: Transfer controller to processor
(a) In case of a dispute between a data subject and one of the Parties asregards compliance with these Clauses, that Party shall use its best efforts toresolve the issue amicably in a timely fashion. The Parties shall keep eachother informed about such disputes and, where appropriate, cooperate inresolving them.
(b) Where the data subject invokes a third-party beneficiary right pursuant toClause 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 ofhis/her habitual residence or place of work, or the competent supervisoryauthority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(c) The Parties accept that the data subject may be represented by anot-for-profit body, organisation or association under the conditions set outin Article 80(1) of Regulation (EU) 2016/679.
(d) The data importer shall abide by a decision that is binding under theapplicable EU or Member State law.
(e) The data importer agrees that the choice made by the data subject will notprejudice his/her substantive and procedural rights to seek remedies inaccordance with applicable laws.
Clause 11
Redress
(f) The data importer shall inform data subjects in a transparent and easilyaccessible format, through individual notice or on its website, of a contactpoint authorised to handle complaints. It shall deal promptly with anycomplaints it receives from a data subject.
MODULE TWO: Transfer controller to processor
(g) In case of a dispute between a data subject and one of the Parties asregards compliance with these Clauses, that Party shall use its best efforts toresolve the issue amicably in a timely fashion. The Parties shall keep eachother informed about such disputes and, where appropriate, cooperate inresolving them.
(h) Where the data subject invokes a third-party beneficiary right pursuant toClause 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 ofhis/her habitual residence or place of work, or the competent supervisoryauthority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(i) The Parties accept that the data subject may be represented by anot-for-profit body, organisation or association under the conditions set outin Article 80(1) of Regulation (EU) 2016/679.
(j) The data importer shall abide by a decision that is binding under theapplicable EU or Member State law.
(k) The data importer agrees that the choice made by the data subject will notprejudice his/her substantive and procedural rights to seek remedies inaccordance with applicable laws.
Clause 12
Liability
MODULE TWO: Transfer controller toprocessor
(a) Each Party shall be liable to the other Party/ies for any damages itcauses the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the datasubject shall be entitled to receive compensation, for any material ornon-material damages the data importer or its sub-processor causes the datasubject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to thedata 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-partybeneficiary rights under these Clauses. This is without prejudice to theliability of the data exporter and, where the data exporter is a processoracting on behalf of a controller, to the liability of the controller underRegulation (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 beentitled to claim back from the data importer that part of the compensationcorresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the datasubject as a result of a breach of these Clauses, all responsible Parties shallbe jointly and severally liable and the data subject is entitled to bring anaction in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), itshall be entitled to claim back from the other Party/ies that part of thecompensation corresponding to its / their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoidits own liability.
Clause 13
Supervision
MODULE TWO: Transfer controller to processor
(a) Where the data exporter is established in an EU Member State: Thesupervisory authority with responsibility for ensuring compliance by the dataexporter with Regulation (EU) 2016/679 as regards the data transfer, asindicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU MemberState, but falls within the territorial scope of application of Regulation (EU)2016/679 in accordance with its Article 3(2) and has appointed a representativepursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisoryauthority of the Member State in which the representative within the meaning ofArticle 27(1) of Regulation (EU) 2016/679 is established, as indicated in AnnexI.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU MemberState, but falls within the territorial scope of application of Regulation (EU)2016/679 in accordance with its Article 3(2) without however having to appointa representative pursuant to Article 27(2) of Regulation (EU) 2016/679: Thesupervisory authority of one of the Member States in which the data subjectswhose personal data is transferred under these Clauses in relation to theoffering of goods or services to them, or whose behaviour is monitored, arelocated, as indicated in Annex I.C, shall act as competent supervisoryauthority.
(b) The data importer agrees to submit itself to the jurisdiction of andcooperate with the competent supervisory authority in any procedures aimed atensuring compliance with these Clauses. In particular, the data importer agreesto respond to enquiries, submit to audits and comply with the measures adoptedby the supervisory authority, including remedial and compensatory measures. Itshall provide the supervisory authority with written confirmation that thenecessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLICAUTHORITIES
Clause 14
Local laws and practices affecting compliance with theClauses
MODULE TWO: Transfer controller to processor
(a) The Parties warrant that they have no reason to believe that the laws andpractices in the third country of destination applicable to the processing ofthe personal data by the data importer, including any requirements to disclosepersonal data or measures authorising access by public authorities, prevent thedata importer from fulfilling its obligations under these Clauses. This isbased on the understanding that laws and practices that respect the essence ofthe fundamental rights and freedoms and do not exceed what is necessary andproportionate in a democratic society to safeguard one of the objectives listedin Article 23(1) of Regulation (EU) 2016/679, are not in contradiction withthese Clauses. The Parties have carried out a Transfer Impact Assessment (TIA)and concluded that the transfer provides appropriate safeguards in line withClause 14.
(b) The Parties declare that in providing the warranty in paragraph (a), theyhave taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, includingthe length of the processing chain, the number of actors involved and thetransmission channels used; intended onward transfers; the type of recipient;the purpose of processing; the categories and format of the transferredpersonal data; the economic sector in which the transfer occurs; the storagelocation of the data transferred;
(ii) the laws and practices of the third country ofdestination– including those requiring the disclosure of data to publicauthorities or authorising access by such authorities – relevant in light ofthe specific circumstances of the transfer, and the applicable limitations andsafeguards[4];
(iii) any relevant contractual, technical or organisationalsafeguards put in place to supplement the safeguards under these Clauses,including measures applied during transmission and to the processing of thepersonal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment underparagraph (b), it has made its best efforts to provide the data exporter withrelevant information and agrees that it will continue to cooperate with thedata exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and makeit available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, afterhaving agreed to these Clauses and for the duration of the contract, it hasreason to believe that it is or has become subject to laws or practices not inline with the requirements under paragraph (a), including following a change inthe 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 therequirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the dataexporter otherwise has reason to believe that the data importer can no longerfulfil its obligations under these Clauses, the data exporter shall promptlyidentify appropriate measures (e.g. technical or organisational measures toensure security and confidentiality) to be adopted by the data exporter and/ordata importer to address the situation. The data exporter shall suspend thedata transfer if it considers that no appropriate safeguards for such transfercan be ensured, or if instructed 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. Ifthe contract involves more than two Parties, the data exporter may exercisethis right to termination only with respect to the relevant Party, unless theParties have agreed otherwise. Where the contract is terminated pursuant tothis Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by publicauthorities
MODULE TWO: Transfer controller to processor
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) ifit:
(i) receives a legally binding request from a public authority, includingjudicial authorities, under the laws of the country of destination for thedisclosure of personal data transferred pursuant to these Clauses; suchnotification shall include information about the personal data requested, therequesting authority, the legal basis for the request and the responseprovided; or
(ii) becomes aware of any direct access by public authorities to personal datatransferred pursuant to these Clauses in accordance with the laws of thecountry of destination; such notification shall include all informationavailable to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/orthe data subject under the laws of the country of destination, the dataimporter 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 aspossible. The data importer agrees to document its best efforts in order to beable to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the dataimporter agrees to provide the data exporter, at regular intervals for theduration of the contract, with as much relevant information as possible on therequests received (in particular, number of requests, type of data requested,requesting authority/ies, whether requests have been challenged and the outcomeof such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant toparagraphs (a) to (c) for the duration of the contract and make it available tothe competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the dataimporter pursuant to Clause 14(e) and Clause 16 to inform the data exporterpromptly where it is unable to comply with these Clauses.
15.2 Review oflegality and data minimisation
(a) The data importer agrees to review the legality of the request fordisclosure, in particular whether it remains within the powers granted to therequesting public authority, and to challenge the request if, after carefulassessment, it concludes that there are reasonable grounds to consider that the requestis unlawful under the laws of the country of destination, applicableobligations under international law and principles of international comity. Thedata importer shall, under the same conditions, pursue possibilities of appeal.When challenging a request, the data importer shall seek interim measures witha view to suspending the effects of the request until the competent judicialauthority has decided on its merits. It shall not disclose the personal datarequested until required to do so under the applicable procedural rules. Theserequirements are without prejudice to the obligations of the data importerunder Clause 14(e).
(b) The data importer agrees to document its legalassessment and any challenge to the request for disclosure and, to the extentpermissible under the laws of the country of destination, make thedocumentation available to the data exporter. It shall also make it availableto the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amountof information permissible when responding to a request for disclosure, basedon 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 unableto comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses orunable to comply with these Clauses, the data exporter shall suspend thetransfer of personal data to the data importer until compliance is againensured or the contract is terminated. This is without prejudice to Clause14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar asit concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the dataimporter pursuant to paragraph (b) and compliance with these Clauses is notrestored within a reasonable time and in any event within one month ofsuspension;
(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 competentcourt or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisoryauthority of such non-compliance. Where the contract involves more than twoParties, the data exporter may exercise this right to termination only withrespect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of thecontract pursuant to paragraph (c) shall at the choice of the data exporterimmediately be returned to the data exporter or deleted in its entirety. Thesame shall apply to any copies of the data. The data importer shall certify thedeletion of the data to the data exporter. Until the data is deleted orreturned, the data importer shall continue to ensure compliance with theseClauses. In case of local laws applicable to the data importer that prohibitthe return or deletion of the transferred personal data, the data importerwarrants that it will continue to ensure compliance with these Clauses and willonly process the data to the extent and for as long as required under thatlocal 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) ofRegulation (EU) 2016/679 that covers the transfer of personal data to whichthese Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legalframework of the country to which the personal data is transferred. This iswithout prejudice to other obligations applying to the processing in questionunder Regulation (EU) 2016/679.
Clause 17
Governing law
MODULE TWO: Transfer controller to processor
These Clauses shall be governed by the law of the EU MemberState in which the data exporter is established. Where such law does not allowfor third-party beneficiary rights, they shall be governed by the law ofanother EU Member State that does allow for third-party beneficiary rights. TheParties agree that this shall be the law of Ireland.
Clause 18
Choice of forum and jurisdiction
MODULE TWO: Transfer controller to processor
(a) Any dispute arising from these Clauses shall be resolved by the courts ofan EU Member State.
(b) The Parties agree that, subject to Clause 18(a), disputes shall beresolved by the courts of the EU Member State in which the data exporter isestablished. If the data exporter is not established in an EU Member State, orwhere those courts do not allow for third-party beneficiary rights, the Partiesagree that the courts of Ireland shall have jurisdiction.
(c) A data subject may also bring legal proceedings against the data exporterand/or data importer before the courts of the Member State in which he/she hashis/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX
ANNEX I
A. LIST OF PARTIES
MODULE TWO: Transfer controller to processor
Data exporter(s): The entity identified as ‘Customer’ in the Agreement, actingas data exporter.
Data importer(s):
1. Name: Relevize inc
Address: 1606 Headway Circle, Suite 9008, Austin, TX, US 78754
Contact person’s name, position and contact details: Patrick Allen, CTO,[email protected]
Activities relevant to the data transferred under these Clauses: Storageand other Processing necessary to provide, maintain and improve the Services;and/or disclosure in accordance with the Agreement or this DPA, and/or ascompelled by applicable laws.
Signature and date: Signed Electronically 9/1/2025
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
MODULE TWO: Transfer controller to processor
Categories of datasubjects whose personal data is transferred
End users of the Services,including Customer’s employees, contractors, and other individuals authorisedby Customer (such as partners or clients) to access the SaaS application.
Categories of personaldata transferred
Basic contact information limitedto email addresses for authentication and access. In addition, standardtechnical data such as IP addresses and usage logs may be processed forsecurity and service functionality. Support communications may also be processedto the extent voluntarily provided by users. Such data is incidental andvoluntary, and handled under the same safeguards as other categories ofpersonal data.
Sensitive datatransferred (if applicable) and applied restrictions or safeguards that fullytake into consideration the nature of the data and the risks involved, such asfor instance strict purpose limitation, access restrictions (including accessonly for staff having followed specialised training), keeping a record ofaccess to the data, restrictions for onward transfers or additional securitymeasures.
Not applicable. The Services donot require or process any special categories of personal data (sensitive data)under the GDPR.
The frequency of thetransfer (e.g. whether the data is transferred on a one-off or continuousbasis).
Continuous, for the duration ofthe Agreement, as users authenticate and interact with the Services.
Nature of the processing
Collection and storage of emailaddresses for authentication and account management; use of email addresses toprovide access, essential account-related communications, and support.Processing of IP addresses and logs for security monitoring and troubleshooting.
Purpose(s) of the datatransfer and further processing
Provision of the SaaS Servicesunder the Agreement, including user authentication, account administration,service delivery, security monitoring, and technical support.
The period for which thepersonal data will be retained, or, if that is not possible, the criteria usedto determine that period
Personal data is retained for theduration of the Agreement. Upon termination, data will be securely deleted orreturned to Customer, unless longer retention is required by law. Security logsmay be retained for a limited period (e.g., 90 days) for monitoring andcompliance.
For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing
Authorised sub-processors provideservices such as cloud hosting, infrastructure, email delivery, analytics, andsupport. Sub-processors process data only as necessary and under writtenagreements imposing equivalent obligations. A current list of sub-processors ismaintained at https://www.relevize.com/data-processing-agreement andincorporated into Annex III.
C. COMPETENT SUPERVISORYAUTHORITY
MODULE TWO: Transfer controller to processor
The competent supervisoryauthority shall be:
Where the data exporter isestablished in an EU Member State: the supervisory authority of that MemberState.
Where the data exporter is notestablished in the EU but falls within the scope of GDPR Article 3(2) and hasappointed a representative pursuant to Article 27(1): the supervisory authorityof the Member State in which that representative is established.
Where neither of the aboveapplies: the supervisory authority of Ireland (the Data Protection Commission).
ANNEX II - TECHNICAL ANDORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THESECURITY OF THE DATA
Relevize maintains a comprehensive information security programaligned with GDPR Article 32 requirements. The following technical andorganisational measures are implemented to ensure the confidentiality,integrity, availability, and resilience of processing:
1. Pseudonymisation and Encryption (Art. 32(1)(a) GDPR)
· Storeddata is always encrypted where appropriate, including backups.
· Alldata used for testing & development is sanitised prior to export to testingsystems.
· Passwordsare hashed & salted.
· Encryptionat rest: AES-256, with annual key rotation andsecure key management per NIST SP 800-57.
· Encryptionin transit: TLS 1.3 for all client–server andinter-system communications.
· Pseudonymisation of data where feasible,with separation of identifiers and strict access controls.
2. Confidentiality, Integrity,Availability, and Resilience of Systems (Art. 32(1)(b) GDPR)
Access Control
· Role-basedaccess control (RBAC) with unique IDs.
· Multi-factorauthentication (MFA) for privileged access.
· Quarterlyaccess reviews and audits of key account holders.
· Automaticand manual locking of sessions.
· Accessdeprovisioning within 48 hours of role change/termination.
· VPN/SSHkey-limited access to in-VPC systems.
· Useof service accounts with minimum permissions.
Physical Security
· Physicalaccess control systems at facilities.
· Visitorregistration and monitoring.
· Loggingof all facility access.
· Deviceencryption on company assets.
· Securehandling, return, and disposal of assets per NIST 800-88r1.
System & Network Security
· 100%Google Cloud infrastructure with network segmentation (VPC, firewalls).
· Centralisedmonitoring and logging of network traffic, with alerts.
· Internettraffic filtering (e.g. CDN rules).
· Regularvulnerability management, static/dynamic code analysis, and pen testing.
Organisational Measures
· Mandatoryconfidentiality agreements and security awareness training for all staff.
· Definedsecurity roles and responsibilities.
· Vendor risk management program forsubprocessors and suppliers.
3. Integrity of Processing
Data Transmission Control
· TLS1.3 for all transmissions.
· Fullyencrypted backup pipeline.
· Loggingof transmissions between systems.
Data Input Control
· Loggingof authentication events, access, modifications, and deletions.
· Documentationand auditing of data entry rights.
· Retention of log records for at least 3years.
4. Availability and Resilience
Backups & Redundancy
· Backupsencrypted onsite with AES-256-CTR-Poly1305-AES, then transferred offsite.
· Offsitebackup durability: 99.999999999% (“11 nines”).
· Criticaldatabases configured with high-availability automatic failover and rolling15-minute backups.
Business Continuity & Disaster Recovery
· Annualdisaster recovery testing.
· Scriptedfailover procedures and alternate work arrangements.
· BusinessImpact Analysis with defined RTO/RPO for all services.
· Documenteddisaster declaration procedures and success plans.
· Recoverypriority list for critical services (e.g. monitoring, antivirus).
· Assigned roles and escalation paths forcontinuity events.
5. Testing, Assessing, and Evaluating Security Measures (Art. 32(1)(d)GDPR)
· Annualtabletop exercises for incident response plans.
· Quarterlyidentity and access reviews.
· Externalthird-party penetration tests.
· Testingof emergency site safe-mode.
· Documentationof system interfaces and personal data flows.
· Regular review of vulnerability reportsand remedial actions.
6. Incident Response
· Formalincident response plan with 24/7 escalation paths.
· Definedbreach notification procedures.
· Testedcontainment and remediation playbooks.
· Centralised alerting from DLP andmonitoring systems.
7. Measures to Support Data Subject Rights (Clause 10(b) SCCs)
To enable the data exporter to meet obligations under GDPR and theSCCs, Relevize provides:
· APIendpoints for Right to Be Forgotten (RTBF) requests.
· Secure whistleblower portal: https://relevize.com/whistleblower.
· Processesto respond to data subject access and correction requests.
[1] Where the data exporter is aprocessor subject to Regulation (EU) 2016/679 acting on behalf of a Unioninstitution or body as controller, reliance on these Clauses when engaginganother processor (sub-processing) not subject to Regulation (EU) 2016/679 alsoensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of theEuropean Parliament and of the Council of 23 October 2018 on the protection ofnatural persons with regard to the processing of personal data by the Unioninstitutions, bodies, offices and agencies and on the free movement of suchdata, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJL 295 of 21.11.2018, p. 39), to the extent these Clauses and the dataprotection obligations as set out in the contract or other legal act betweenthe controller and the processor pursuant to Article 29(3) of Regulation (EU)2018/1725 are aligned. This will in particular be the case where the controllerand processor rely on the standard contractual clauses included in Decision […].
[2] The Agreement on theEuropean Economic Area (EEA Agreement) provides for the extension of theEuropean Union's internal market to the three EEA States Iceland, Liechtensteinand Norway. The Union data protection legislation, including Regulation (EU)2016/679, is covered by the EEA Agreement and has been incorporated into AnnexXI thereto. Therefore, any disclosure by the data importer to a third partylocated in the EEA does not qualify as an onward transfer for the purpose ofthese Clauses.
[3] This requirement may besatisfied by the sub-processor acceding to these Clauses under the appropriateModule, in accordance with Clause 7.
[4] As regards the impact of such laws andpractices on compliance with these Clauses, different elements may beconsidered as part of an overall assessment. Such elements may include relevantand documented practical experience with priorinstances of requests for disclosure from public authorities, or the absence ofsuch requests, covering a sufficiently representative time-frame. This refersin particular to internal records or other documentation, drawn up on acontinuous basis in accordance with due diligence and certified at seniormanagement level, provided that this information can be lawfully shared withthird parties. Where this practical experience is relied upon to conclude thatthe data importer will not be prevented from complying with these Clauses, itneeds to be supported by other relevant, objective elements, and it is for theParties to consider carefully whether these elements together carry sufficientweight, in terms of their reliability and representativeness, to support thisconclusion. In particular, the Parties have to take into account whether theirpractical experience is corroborated and not contradicted by publicly availableor otherwise accessible, reliable information on the existence or absence ofrequests within the same sector and/or the application of the law in practice,such as case law and reports by independent oversight bodies.
