Version 1 - January 2026
This Data Processing Addendum (“DPA”) sets out the terms on which Allara Global Pty Limited (Australian Business Number 66 652 022 010) (“we”, “us”, “our”, the “Provider”) processes Personal Data on behalf of our Clients in connection with our Content and product offerings, across our LMS and our mobile app (the “Services”).
1. Application and precedence This DPA forms part of the Agreement between the Provider and the Client and applies where the Provider processes Personal Data on behalf of the Client and/or any Participating Site in connection with the Services.
To the extent of any conflict or inconsistency between this DPA and the Agreement, any Order Form, the Provider’s terms and conditions, website terms or any other document incorporated by reference, this DPA shall prevail in relation to the processing of Personal Data.
2. Definitions Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing, sub-processor and appropriate technical and organisational measures have the meanings given to them in applicable Data Protection Legislation.
Data Protection Legislation means all applicable data protection and privacy laws relating to the processing of Personal Data under the Agreement, including (as applicable) the UK GDPR, the EU GDPR and any applicable national implementing or supplementary legislation, the Privacy Act 1988 (Cth) and the Australian Privacy Principles, the Privacy Act 2020 (NZ), California Privacy Rights Act (US), and any other data protection or privacy law applicable to the processing of Personal Data under the Agreement.
Client means the person or entity identified as the client, customer or subscriber in the Agreement.
Participating Site means, where applicable, an individual venue, site, club or member organisation operating under the Client’s Agreement with the Provider.
3. Roles of the parties The parties acknowledge that, for the processing described in Schedule 1, the Client and/or any relevant Participating Site is the Controller and the Provider is the Processor.
4. Controller obligations The Controller shall comply with its obligations under Data Protection Legislation and shall ensure that it has appropriate lawful basis, notices and internal authorisations in place for the processing of Personal Data through the Services.
5. Processor obligations The Provider shall, in relation to Personal Data processed under the Agreement:
process Personal Data only on documented instructions from the Controller, including with regard to any international transfer, unless required to do otherwise by applicable law; ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations; implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage or disclosure, taking into account the nature of the Personal Data and the risks to Data Subjects; notify the Controller without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed under the Agreement and provide reasonable information and assistance to enable the Controller to meet its own notification obligations; taking into account the nature of the processing, provide reasonable assistance to the Controller in responding to Data Subject rights requests; provide reasonable assistance to the Controller in complying with its obligations under Articles 32 to 36 UK GDPR/EU GDPR, including in relation to security, breach notification, data protection impact assessments and prior consultation with a supervisory authority; make available information reasonably necessary to demonstrate compliance with this DPA and, on reasonable notice, allow for and contribute to audits or inspections by the Controller or its mandated auditor, subject to appropriate confidentiality and operational safeguards; and immediately inform the Controller if, in the Provider’s opinion, an instruction infringes Data Protection Legislation. 6. Sub-processors The Provider shall not appoint a sub-processor without the Controller’s prior specific or general written authorisation. Where general authorisation is given, the Provider shall inform the Controller of any intended addition or replacement of sub-processors and give the Controller a reasonable opportunity to object.
The Provider shall ensure that each sub-processor is engaged under a written agreement imposing data protection obligations no less protective than those in this DPA. The Provider remains responsible to the Controller for the performance of its sub-processors.
7. International transfers The Provider shall not transfer Personal Data outside Australia, the UK, the EEA or Switzerland unless:
for transfers subject to the UK GDPR or EU GDPR, an adequacy decision/regulation applies or appropriate transfer safeguards have been implemented, including the relevant standard contractual clauses, UK International Data Transfer Agreement or UK Addendum where applicable; or for transfers subject to the Privacy Act 1988 (Cth), the Provider has taken reasonable steps to ensure the overseas recipient does not breach the Australian Privacy Principles in relation to the Personal Data, or an exception under APP 8.2 applies. 8. Return and deletion Upon termination or expiry of the relevant subscription, the Provider shall, at the Controller’s choice, delete or return all Personal Data processed on behalf of the Controller and delete existing copies, unless retention is required by applicable law. The Provider shall provide reasonable confirmation of deletion on request.
9. Participating Site transfer / exit Where the Agreement involves one or more Participating Sites and a Participating Site ceases to participate under the Agreement, including following a sale or transfer outside the Client’s group, the Client shall cease to be the Controller in respect of that Participating Site’s Personal Data from the effective date of transfer. From that date, the continuing site owner/operator shall assume all Controller responsibilities for that Participating Site’s subscription and Personal Data, and the Client shall have no further liability or responsibility for that Participating Site’s ongoing use of the Services or compliance with this DPA, except for liabilities accrued before the effective date of transfer. This clause 9 applies only where the Agreement involves one or more Participating Sites.
10. Liability Nothing in this DPA limits or excludes either party’s liability to Data Subjects or supervisory authorities under applicable Data Protection Legislation.
Schedule 1 - Processing Details Item Description Subject matter Provision of an online training and learning management platform. Duration For the duration of the Agreement and each applicable Client or Participating Site-level subscription, plus any permitted retention period required by law or agreed in writing. Nature of processing Collection, recording, organisation, storage, retrieval, use, disclosure by transmission, restriction, deletion and reporting of user account and training data. Purpose of processing Provision, administration and monitoring of employee/contractor access to training, training completion, certification and related reporting. Data subjects Employees, workers, agency workers, contractors and contractor personnel of the Client and any Participating Site. Categories of Personal Data Name, business email address, employer, job title/role, username or user ID, training enrolment, completion records, assessment results, certificates and platform usage/audit data. Special category / criminal offence data None anticipated. The parties should not upload special category data or criminal offence data unless expressly agreed in writing and subject to appropriate safeguards. Controller The Client and/or any relevant Participating Site. Processor Provider (Allara Global Pty Limited). Sub-processors Complete Learning Solutions: data extraction, transformation and loading (ETL) between Client systems and the Provider's platform. ETL platform hosting.Trust Center - Docebo . Hosting / transfer locations Australia South-East Retention Complete Learning Solutions: Short-term retention for the purpose of extract-transform-load (ETL) & ETL processing status reporting New Zealand cross-border disclosure (IPP 12) The Provider processes Personal Data solely on behalf of, and on the documented instructions of, the Client, and does not use Personal Data for its own purposes. Accordingly, the transfer of Personal Data by a New Zealand Client to the Provider is not a “disclosure” for the purposes of Information Privacy Principle 12 of the Privacy Act 2020 (NZ)
Schedule 2 - Technical and Organisational Security Measures The Provider maintains, at a minimum, the following technical and organisational measures. This schedule reflects the Provider’s measures as a baseline and may be updated from time to time provided the overall level of security is not materially reduced.
Encryption of Personal Data in transit (e.g. TLS) and at rest where supported by the underlying hosting infrastructure; Role-based access controls and the principle of least privilege for staff and contractor access to Personal Data; Multi-factor authentication for administrative access to systems processing Personal Data; Regular backups, with periodic testing of restoration procedures; Ongoing vulnerability management, including monitoring and timely patching of known vulnerabilities in systems processing Personal Data; A documented Personal Data Breach response process, including internal escalation and the notification obligations in clause 5(d); and Staff training on data protection and information security obligations on induction and at regular intervals thereafter. Schedule 3 - Further Information on Sub-Processor Complete Learning Solutions Sub-Processor Complete Learning Solutions operates as a data processor providing bespoke integration (ETL) services on behalf of its clients and does not determine the purpose or means of processing personal information. Personal information is processed strictly under client instruction, is not used for any independent purpose, and is not retained beyond what is necessary to perform agreed integration services.
In accordance with this operating model:
The organisation does not disclose personal information except as required to fulfil client-directed data transfers, and therefore aligns with the purpose-limitation requirements of Information Privacy Principle (IPP) 11. [privacy.org.nz] The organisation does not act as an “indirect collector” of personal information in its own right, but rather as an agent processing data on behalf of a collecting agency. Accordingly, obligations under IPP3A (indirect collection notification) primarily remain with the client, who determines the purpose of collection and maintains the direct relationship with the individual. [privacy.org.nz]. Where required, contractual arrangements define roles and responsibilities to ensure that clients (as collecting agencies) meet IPP3A notification obligations, and that processing activities performed by the organisation remain limited to authorised purposes.
The organisation maintains documented controls to ensure data minimisation, purpose limitation, secure handling, and timely disposal consistent with Privacy Act 2020 (NZ) requirements and ISO/IEC 27001:2022 controls.
Schedule 4 - UK International Data Transfer Addendum This Schedule 4 records the Parties’ completion of the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 (the “IDTA”). This Schedule 4 is the appropriate safeguard under Article 46 UK GDPR for the transfer of Personal Data from the Client to the Provider where that Personal Data originates in the United Kingdom.
This Schedule 4 applies only to the extent the Client transfers Personal Data from the United Kingdom to the Provider in Australia in connection with the Services. It does not apply to processing that is not a restricted transfer under the UK GDPR.
Table 1: Parties and Signature Start date The date the Client accepts the Agreement (of which this DPA and this Schedule 4 form part). Exporter The Client Exporter’s role Controller Exporter’s Key Contact The Client’s contact identified in the Agreement, or as separately notified to the Provider in writing. Importer Allara Global Pty Limited (ABN 66 652 022 010), Suite 19.04, Level 19, 227 Elizabeth Street, Sydney NSW 2000, Australia Importer’s role Processor Importer’s Key Contact / Data Subject Contact VeraSafe Signature By accepting the Agreement (and this DPA), each Party is treated as having signed this Schedule 4 and the IDTA, with the same effect as if signed separately.
Table 2: Transfer Details UK GDPR Applies to this transfer. Linked Agreement The Agreement between the Provider and the Client, including the DPA of which this Schedule 4 forms part. Term This Schedule 4 takes effect on the Start Date and continues for as long as the Provider processes Personal Data transferred from the UK under the Agreement, and thereafter for as long as the Provider retains that Personal Data in accordance with Schedule 1. Ending this Schedule 4 before the end of the Term As set out in Section 29 of the Mandatory Clauses (see below).
Table 3: Transferred Data Categories of Personal Data As set out in Schedule 1 (Processing Details) of this DPA. Special category / criminal offence data None anticipated - see Schedule 1. Relevant Data Subjects As set out in Schedule 1 (Processing Details) of this DPA.
Table 4: Security Requirements Security measures As set out in Schedule 2 (Technical and Organisational Security Measures) of this DPA.
Part 2: Extra Protection Clauses None beyond the measures set out in Schedule 2 of this DPA.
Part 3: Commercial Clauses None. Costs, liability and indemnities as between the Parties are governed by the Agreement and this DPA.
Part 4: Mandatory Clauses Part 4: Mandatory Clauses of the Approved IDTA, being the template IDTA A.1.0 issued by the ICO and laid before Parliament in accordance with s.119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 5.4 of those Mandatory Clauses, are incorporated into this Schedule 4 by reference and take precedence over the rest of this Schedule 4 to the extent of any conflict, in accordance with the IDTA.
Data protection test The Client, as Exporter, remains responsible for completing a data protection test (formerly referred to as a transfer risk assessment) before relying on this Schedule 4, and for keeping it under review. The Provider will provide reasonable Importer Information to support that assessment on request.
Schedule 5 - US State Privacy Law Terms Application This Schedule 5 applies where, and only to the extent that, the Provider processes Personal Data on behalf of a Client that is subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, the “CCPA”), or another comprehensive US state privacy law, and the Provider is acting as a “service provider”, “processor” or “contractor” (as those terms are defined under the applicable law) in respect of that processing.
Clauses 1 to 10 and Schedules 1 and 2 of this DPA already address the requirements common across US state privacy laws, including the subject matter, duration, nature and purpose of processing (Schedule 1), sub-processor authorisation (clause 6), audit rights (clause 5(g)), and assistance with consumer rights requests (clause 5(e)). This Schedule 5 adds the specific terms required under the CCPA that are not otherwise addressed by those clauses.
Additional CCPA Terms In addition to its obligations elsewhere in this DPA, and to the extent the Provider is processing Personal Data as a service provider or contractor under the CCPA, the Provider shall:
process Personal Data only for the specific business purpose(s) of providing the Services as set out in Schedule 1, and for no other business purpose; not sell or share Personal Data, as those terms are defined under the CCPA; not retain, use, or disclose Personal Data outside the direct business relationship between the Provider and the Client, including by combining or updating Personal Data with personal information the Provider receives from another source or collects from its own interaction with the relevant individual, except as permitted under the CCPA; comply with the applicable obligations of the CCPA and provide the same level of privacy protection as is required of businesses under the CCPA; notify the Client if the Provider determines that it can no longer meet its obligations under the CCPA or this Schedule 5; in addition to the sub-processor provisions in clause 6 of this DPA, ensure that any sub-processor engaged in connection with Personal Data subject to the CCPA is bound by written contractual terms no less protective than those in this Schedule 5; and certify that it understands the restrictions in this Schedule 5 and will comply with them. Client's Rights The Client may take reasonable and appropriate steps to ensure that the Provider uses Personal Data in a manner consistent with the Client’s obligations under the CCPA, and, upon becoming aware of any unauthorised use of Personal Data by the Provider, may require the Provider to stop and remediate that unauthorised use.
Other US State Laws Where a Client is subject to a comprehensive US state privacy law other than the CCPA (for example, a Virginia-model law), the parties acknowledge that clauses 1 to 10 and Schedules 1 and 2 of this DPA are intended to satisfy the corresponding processor contract requirements of that law. If a specific Client identifies additional requirements under the law of its state that are not addressed by this DPA, the parties will agree any necessary additional terms in writing.
Schedule 6 - EU Standard Contractual Clauses This Schedule 6 records the Parties’ adoption of the Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679, Module Two (Transfer Controller to Processor), approved by the European Commission under Implementing Decision (EU) 2021/914 of 4 June 2021 (the “EU SCCs”).
The Parties adopt Module Two of the EU SCCs in full, as published by the European Commission, which are incorporated into this Schedule 6 by reference. The official text of Module Two should be attached to this Schedule 6 as executed - it is not reproduced here in full to avoid the risk of transcription error in a document of this length; the current version is available from the European Commission’s website.
This Schedule 6 applies only to the extent the Client transfers Personal Data from the European Union (or another jurisdiction to which the EU SCCs apply) to the Provider in Australia. It does not apply to transfers from the United Kingdom, which are instead covered by Schedule 4.
These Annexes complete the Standard Contractual Clauses at Schedule 7.
Module and Key Clause Selections Module selected Module Two: Transfer Controller to Processor. Clause 7 (Docking clause) Not used. Clause 9 (Use of sub-processors) Option 2: General written authorisation. The Provider will give the Client at least 14 days’ prior notice of any intended addition or replacement of sub-processors, consistent with clause 6 of this DPA. Clause 11 (Redress) The optional wording is not used. Clause 17 (Governing law) The law of the Client’s Member State of establishment. If the Client is not established in an EU Member State, the law of Ireland applies. Clause 18 (Choice of forum and jurisdiction) The courts of the Member State identified under Clause 17.
Annex I.A: List of Parties Data exporter The Client (as identified in the Agreement). Exporter’s role Controller. Data importer Allara Global Pty Limited (ABN 66 652 022 010), Suite 19.04, Level 19, 227 Elizabeth Street, Sydney NSW 2000, Australia. Importer’s role Processor. Acceptance By accepting the Agreement (and this DPA), each Party is treated as having signed this Schedule 6, its Annexes, and the EU SCCs referred to in Schedule 7, with the same effect as if signed separately.
Annex I.B: Description of Transfer Categories of data subjects As set out in Schedule 1 (Processing Details) of this DPA. Categories of Personal Data As set out in Schedule 1 (Processing Details) of this DPA. Special category data None anticipated - see Schedule 1. Frequency of transfer Continuous, for the duration of the Agreement. Nature and purpose of processing As set out in Schedule 1 (Processing Details) of this DPA. Retention period As set out in Schedule 1 (Processing Details) of this DPA.
Annex I.C: Competent Supervisory Authority The supervisory authority of the Client’s Member State of establishment, determined in accordance with Clause 13 of the EU SCCs.
Annex II: Technical and Organisational Measures As set out in Schedule 2 (Technical and Organisational Security Measures) of this DPA.
Annex III: List of Sub-processors As set out in the Sub-processors row of Schedule 1 (Processing Details) of this DPA.
Schedule 7 - EU Standard Contractual Clauses (Module Two Clause Text) The Annexes required by these Clauses are set out in Schedule 6.
The Annexes required by these Clauses are set out in Schedule 6.
EUROPEAN COMMISSION - STANDARD CONTRACTUAL CLAUSES CLAUSES
Module Two: Transfer Controller to Processor
Official source: European Commission, Standard Contractual Clauses publications page (commission.europa.eu/publications/publications-standard-contractual-clauses-sccs_en) or EUR-Lex (eurlex.europa.eu/eli/dec_impl/2021/914/oj). This extract does not modify the wording of the retained clauses beyond removing inapplicable Module text, consistent with the Commission's guidance that only module/option selection and Appendix completion are permitted changes.
SECTION I Clause 1 Purpose and scope (a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.(a) 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”).(b) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.(c) 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 - 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: Clause 9(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.(d) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.Clause 4 Interpretation (e) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.(f) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.(g) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.Clause 5 Hierarchy In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6 Description of the transfer(s) The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7 - Optional Docking clause (a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.(h) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.(i) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.SECTION II – OBLIGATIONS OF THE PARTIES Clause 8 Data protection safeguards The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
Module Two: Transfer Controller to Processor
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.(v) 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.(w) 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.(x) 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.(y) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.8.7 Sensitive data Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or(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.(z) 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.(a) 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.(b) 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.(c) 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 Module Two: Transfer Controller to Processor
OPTION 2: GENERAL WRITTEN AUTHORISATION 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 14 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(v) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.(w) 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.(x) The data importer shall remain fully responsible to the data exporter for the performance of the subprocessor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.(y) 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 Module Two: Transfer Controller to Processor
(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.(j) 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.(k) 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.[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute
resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.]
Module Two: Transfer Controller to Processor
(n) 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.(o) 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.(p) 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.(q) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.(r) 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 Module Two: Transfer Controller to Processor
(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.(w) 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.(x) 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.(y) 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.(z) 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.(a) 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.(b) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.Clause 13 Supervision Module Two: Transfer Controller to Processor
(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.(c) 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 Module Two: Transfer Controller to Processor
(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.(d) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.(e) 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.(f) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.(g) 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).(h) 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 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) 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.[For Module Three: The data exporter shall forward the notification to the controller.]
(i) 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.(j) 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.).(k) 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.(l) 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).(m) 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.(n) 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.(o) 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).(p) 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.(q) 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.(r) 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 Module Two: Transfer Controller to Processor
[OPTION 2 (for Modules Two and Three): 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, or where the data exporter is not established in an EU Member State. The Parties 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 of an EU Member State.(s) The Parties agree that those shall be the courts of the EU Member State identified in accordance with Clause 17 above (or, where the fallback in that Clause applies, Ireland)(t) 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.(u) The Parties agree to submit themselves to the jurisdiction of such courts.